NASDAQ: PECO

Phillips Edison & Company, Inc.

CIK 0001476204 · SIC 6798 · Real Estate Investment Trusts

Mid Revenue $727M Assets $5.4B as of Oct 18, 2026

All references to “Notes” throughout this Annual Report on Form 10-K refer to the footnotes to the consolidated financial statements in “Part II, Item 8. Financial Statements and Supplementary Data”. About this business →

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10-Q Filed Oct 27, 2026 · Period ending Sep 30, 2026

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8-K Filed Oct 26, 2026 · Period ending Oct 26, 2026

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8-K Filed Oct 2, 2026 · Period ending Oct 1, 2026

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8-K Filed Sep 1, 2026 · Period ending Sep 1, 2026

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8-K Filed Aug 10, 2026 · Period ending Aug 10, 2026

PECO establishes up to $400M at-the-market equity program with forward-sale optionality

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424B5 Filed Aug 10, 2026

Phillips Edison & Company (PECO) files at-the-market offering via forward sale agreements

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8-K Filed Aug 5, 2026 · Period ending Aug 5, 2026

Phillips Edison declares $0.1083 monthly dividend, payable September 1

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10-Q Filed Jul 24, 2026 · Period ending Jun 30, 2026

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8-K Filed Jul 23, 2026 · Period ending Jul 23, 2026

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8-K Filed May 12, 2026 · Period ending May 12, 2026

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10-Q Filed Apr 24, 2026 · Period ending Mar 31, 2026

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8-K Filed Apr 23, 2026 · Period ending Apr 23, 2026

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424B5 Filed Feb 25, 2026

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424B5 Filed Feb 24, 2026

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10-K Filed Feb 10, 2026 · Period ending Dec 31, 2025

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10-Q Filed Oct 24, 2025 · Period ending Sep 30, 2025

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424B5 Filed Jun 13, 2025

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10-K Filed Feb 11, 2025 · Period ending Dec 31, 2024

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424B4 Filed Jul 16, 2021

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424B3 Filed Sep 12, 2019

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424B3 Filed Aug 28, 2018

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424B3 Filed Nov 19, 2013

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10-K/A Filed Mar 8, 2013 · Period ending Dec 31, 2012

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Latest financial statements

From 10-Q filed Oct 27, 2026 (period ending Sep 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In thousands, except per share amounts)

Description Three months ended September 30, 2026 Three months ended September 30, 2025 Nine months ended September 30, 2026 Nine months ended September 30, 2025
Revenues:
Rental income 188,944 178,293 559,676 525,943
Fees and management income 3,464 3,274 10,963 9,373
Other property income 680 1,102 2,809 3,417
Total revenues 193,088 182,669 573,448 538,733
Operating Expenses:
Property operating 31,193 30,197 96,266 89,455
Real estate taxes 23,343 22,226 67,923 64,584
General and administrative 11,906 12,752 37,424 37,760
Depreciation and amortization 68,858 65,603 201,229 202,080
Total operating expenses 135,300 130,778 402,842 393,879
Other:
Interest expense, net (28,118) (28,544) (87,284) (81,935)
Gain on disposal of property, net 40,605 4,255 66,812 9,798
Other expense, net (1,651) (374) (3,014) (2,344)
Net income 68,624 27,228 147,120 70,373
Net income attributable to noncontrolling interests (5,946) (2,543) (12,947) (6,595)
Net income attributable to stockholders 62,678 24,685 134,173 63,778
Earnings per share of common stock:
Net income per share attributable to stockholders basic (see Note 10) 0.49 0.20 1.06 0.51
Net income per share attributable to stockholders diluted (see Note 10) 0.49 0.20 1.05 0.51
Comprehensive income:
Net income 68,624 27,228 147,120 70,373
Other comprehensive loss:
Change in unrealized value on interest rate swaps (117) (1,112) (198) (3,674)
Comprehensive income 68,507 26,116 146,922 66,699
Net income attributable to noncontrolling interests (5,946) (2,543) (12,947) (6,595)
Change in unrealized value on interest rate swaps attributable to noncontrolling interests 12 103 20 345
Reallocation of comprehensive income upon conversion of noncontrolling interests — — 1 4
Comprehensive income attributable to stockholders 62,573 23,676 133,996 60,453

Consolidated Balance Sheets (Unaudited)

(In thousands, except per share amounts)

Description September 30, 2026 December 31, 2025
ASSETS
Investment in real estate:
Land and improvements 1,988,992 1,963,735
Building and improvements 4,467,013 4,305,174
In-place lease assets 543,721 538,324
Above-market lease assets 82,600 77,551
Total investment in real estate assets 7,082,326 6,884,784
Accumulated depreciation and amortization (2,026,479) (1,957,569)
Net investment in real estate assets 5,055,847 4,927,215
Investment in unconsolidated joint ventures 47,252 42,561
Total investment in real estate assets, net 5,103,099 4,969,776
Cash and cash equivalents 8,903 3,544
Restricted cash 9,018 39,768
Goodwill 29,066 29,066
Other assets, net 248,820 244,284
Real estate investments and other assets held for sale 152,148 —
Total assets 5,551,054 5,286,438
LIABILITIES AND EQUITY
Liabilities:
Debt obligations, net 2,521,454 2,375,328
Below-market lease liabilities, net 138,387 118,356
Accounts payable and other liabilities 153,103 180,332
Deferred income 32,733 23,044
Liabilities of real estate investments held for sale 6,083 —
Total liabilities 2,851,760 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 September 30, 2026 and December 31, 2025 — —
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 128,912 and 125,788 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively 1,289 1,258
Additional paid-in capital (“APIC”) 3,778,531 3,664,205
Accumulated other comprehensive income (“AOCI”) 181 358
Accumulated deficit (1,370,225) (1,379,252)
Total stockholders’ equity 2,409,776 2,286,569
Noncontrolling interests 289,518 302,809
Total equity 2,699,294 2,589,378
Total liabilities and equity 5,551,054 5,286,438

Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Description Nine months ended September 30, 2026 Nine months ended September 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 147,120 70,373
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate assets 200,131 200,908
Depreciation and amortization of corporate assets 1,098 1,172
Net amortization of above- and below-market leases (7,690) (6,276)
Amortization of deferred financing expenses 2,427 3,651
Amortization of debt and derivative adjustments 2,068 1,841
Loss on extinguishment or modification of debt, net 1,105 1
Gain on disposal of property, net (66,812) (9,798)
Straight-line rent, net (9,468) (7,842)
Share-based compensation 9,280 8,534
Return on investment in unconsolidated joint ventures 526 505
Other (83) (615)
Changes in operating assets and liabilities:
Other assets, net (22,606) (18,445)
Accounts payable and other liabilities 1,955 8,076
Net cash provided by operating activities 259,051 252,085
CASH FLOWS FROM INVESTING ACTIVITIES:
Real estate acquisitions, net (454,072) (282,038)
Capital expenditures (87,855) (95,712)
Proceeds from sale of real estate, net 167,862 15,154
Proceeds from secured loan receivable 17,395 —
Investment in unconsolidated joint ventures (6,079) (6,987)
Return of investment in unconsolidated joint ventures 1,139 1,778
Investment in marketable securities (5,432) (8,158)
Proceeds from sale of marketable securities 963 —
Insurance proceeds for property damage claims 941 653
Net cash used in investing activities (365,138) (375,310)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 92,625 —
Payment of offering costs (1,265) —
Proceeds from revolving credit facility 620,000 540,000
Payments on revolving credit facility (487,000) (577,000)
Proceeds from notes and loans payable, net 346,500 346,164
Payments on loans and mortgages payable (337,398) (45,077)
Distributions paid (138,752) (129,860)
Distributions to noncontrolling interests (14,014) (13,840)
Net cash provided by financing activities 80,696 120,387
NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (25,391) (2,838)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period 43,312 8,649
End of period 17,921 5,811
RECONCILIATION TO CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents 8,903 4,076
Restricted cash 9,018 1,735
Cash, cash equivalents, and restricted cash at end of period 17,921 5,811

Amounts as printed on the EDGAR/iXBRL face — (In thousands, except per share amounts); (In thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About Phillips Edison & Company, Inc.

Source: Item 1 (Business) from the 10-K filed February 10, 2026. Description as filed by the company with the SEC.

ITEM 1. BUSINESS

All references to “Notes” throughout this Annual Report on Form 10-K refer to the footnotes to the consolidated financial statements in “Part II, Item 8. Financial Statements and Supplementary Data”.

OVERVIEW—Phillips Edison & Company, Inc. (“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded 35 years ago, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers. Additionally, we operate a third-party investment management business providing property management and advisory services to three unconsolidated institutional joint ventures, in which we have partial ownership interests, and one private fund (collectively, the “Managed Funds”). The majority of our revenues are lease revenues derived from our real estate investments. Our portfolio primarily consists of neighborhood centers anchored by the #1 or #2 grocer tenants by sales within their respective formats by trade area. As of December 31, 2025, our portfolio was 97.3% leased. Our tenants, who we refer to as “Neighbors,” are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services. We believe our locations are in fundamentally strong demographic markets throughout the United States. Our brick and mortar assets positively contribute to our Neighbors’ omni-channel strategies and act as the last mile delivery solution.

We were formed as a Maryland corporation in October 2009 and have elected to be taxed as a REIT for U.S. federal income tax purposes. 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.

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As of December 31, 2025, we wholly-owned 297 shopping centers. Additionally, we owned (i) a 14% interest in Grocery Retail Partners I LLC (“GRP I”), a joint venture with The Northwestern Mutual Life Insurance Company (“Northwestern Mutual”), which owned 20 shopping centers, (ii) a 20% equity interest in Necessity Retail Venture LLC (“NRV”), a joint venture with an affiliate of Cohen & Steers Income Opportunities REIT, Inc. (“Cohen & Steers”), which owned four shopping centers, and (iii) a 31.25% interest in Neighborhood Grocery Catalyst Fund LLC (“NGCF”), a joint venture with certain investors, including LS BDC Holdings, LLC, a subsidiary of Lafayette Square USA, Inc., and Northwestern Mutual, which owned three shopping centers. In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint ventures comprised approximately 36.7 million square feet located in 31 states.

BUSINESS OBJECTIVES AND STRATEGIES—Our primary business objective is to own, operate, and manage well-occupied grocery-anchored shopping centers in order to deliver long-term growth and value creation to all stakeholders while acting as a responsible corporate citizen. Additionally, we are seeking growth opportunities to complement our core grocery-anchored portfolio with incremental initiatives, such as everyday retail, often referred to as unanchored centers, to enhance our portfolio returns. Everyday retail centers are located in the same trade areas as our grocery-anchored centers, growing suburban markets with strong median household incomes. We seek to achieve our growth objectives by generating cash flows, income growth, and capital appreciation for our stockholders through our differentiated and focused strategy, responsible balance sheet management, and integrated operating platform. We remain focused on creating great grocery-anchored shopping experiences and improving our communities, one center at a time. Our goal is to merchandise our shopping centers with the most effective array of goods and services for local consumers and to offer a safe and welcoming shopping experience that contributes to, and enhances, the vitality of each neighborhood.

Differentiated and Focused Strategy—We believe quality drives growth. Our high-quality portfolio is based on our differentiated strategy which focuses on SOAR - Spreads, Occupancy, Advantages of the Market, and Retention.

•Spreads—Our strong new and renewal leasing spreads highlight the demand for our properties by Neighbors who provide necessity-based goods and services that serve the essential needs of our communities. As of December 31, 2025, approximately 70% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, was generated from Neighbors providing necessity-based goods and services. We believe our focus on necessity-based goods and services retailers limits our exposure to distressed retailers and allows us to demonstrate resiliency during times of real estate and economic down cycles. The demand for these goods and services and the level of sales productivity that they afford our Neighbors contributes to our strong rent spreads and embedded rent escalators. For the year ended December 31, 2025, comparable rent spreads, which compare the percentage increase of new or renewal leases to the expiring lease of a unit that was occupied within the past twelve months, were 30.9% for new leases, 20.7% for renewal leases, and 23.3% combined.

•Occupancy—Our high occupancy levels are driven by our focused and differentiated strategy of owning right-sized grocery-anchored neighborhood shopping centers. We seek to invest in small format right-sized centers averaging 112,000 square feet where leasing activity is concentrated in smaller tenant spaces and limits exposure to high-risk retailers. We believe that smaller centers provide higher growth potential because they enjoy a positive leasing dynamic as: (i) we believe retailer demand is strongest for inline space, which contains less than 10,000 square feet of gross leasable area (“GLA”); (ii) there is less exposure to big box retailers, which we believe have higher risk because they require larger capital expenditures and have fewer leasing opportunities; and (iii) smaller centers typically have lower capital expenditures.

•Advantages of the Market—We continue to see many advantages to the suburban markets where we operate our shopping centers. We focus on owning centers in markets with strong household incomes and growing populations where both leading grocers and small shop Neighbors are successful. We also focus on investing in shopping centers anchored by the #1 or #2 grocer by sales within their respective trade area. Grocery-anchored shopping centers generally have strong foot traffic leading to high demand for leasing Neighbor spaces, which enhances our ability to increase lease revenue. As of December 31, 2025, for our wholly-owned shopping centers, 95.0% of our annualized

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

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base rent (“ABR”) was generated from shopping centers anchored by such grocers and 83.3% of our ABR was generated from shopping centers anchored by the #1 or #2 grocer by sales within their respective trade area.

•Retention—High retention rates result in better economics with less downtime and lower tenant improvement costs. We retain a healthy and varied mix of national, regional, and local Neighbors who run successful businesses and support our ability to grow rents at attractive rates.

Balance Sheet Management Positioned for External Growth—Our strategy is to grow our portfolio by pursuing acquisitions in a disciplined manner, while maintaining an attractive leverage profile and flexible balance sheet to preserve our investment grade rating. We believe this is a critical part of maintaining access to multiple forms of capital, including common stock, unsecured debt, bank debt, and mortgage debt, to maximize availability and minimize our overall cost of capital.

•Funding External Growth—We have identified a target market of approximately 5,800 grocery-anchored shopping centers and 50,000 everyday retail centers across the United States and believe we have a long runway for external growth.

◦Our ability to generate over $100 million in operating cash flows annually after maintenance capital expenditures and distributions provides us additional flexibility to fund our external initiatives while maintaining our attractive leverage profile.

◦We believe our investment grade balance sheet, our senior unsecured revolving credit facility, and our At-the-Market offering (“ATM”) program allow us to access debt and equity capital, further enhancing our financial flexibility and providing us with the financial capacity to pursue external growth initiatives in an accretive and prudently capitalized manner.

◦We continually evaluate our portfolio of assets for portfolio recycling 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 and reinvest proceeds into properties that have future growth potential, are located in attractive demographic markets, and support our business objectives.

◦Our investment management platform enables us to source and manage incremental sources of capital through unconsolidated joint ventures, which provide us incremental fee revenue opportunities.

•Debt Maturity Profile—We believe we have maintained an appropriately staggered debt maturity profile which will position us for long-term growth. Our outstanding debt obligations are composed primarily of (i) unsecured debt, including term loans, senior notes, and a revolving credit facility, and (ii) secured mortgage debt.

•Investment Grade Ratings—Our current investment grade ratings are Baa2 (Outlook: Stable) with Moody’s Investors Services and BBB (Outlook: Stable) with S&P Global Ratings.

•Liquidity—As of December 31, 2025, we had $925.1 million of total liquidity, comprised of $43.3 million of cash, cash equivalents, and restricted cash, plus $881.8 million of borrowing capacity available on our $1 billion revolving credit facility.

Internal Growth Through Our Integrated Operating Platform—We believe our internally-staffed, vertically-integrated operating platform to lease and manage omni-channel grocery-anchored neighborhood shopping centers will continue to employ insight-driven strategies to provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders. Our team is composed of highly experienced, Locally Smart™, and driven professionals whose deep local knowledge delivers a competitive advantage and strong results.

•Leasing—Our national footprint of experienced and Locally Smart™ leasing professionals is dedicated to increasing net operating income (“NOI”) at our centers by: (i) maximizing rental rates while improving the credit profile of our rental revenue; (ii) building an optimal portfolio of high-quality national, regional, and local retailers while improving the merchandising mix; (iii) capitalizing on below-market rent opportunities by increasing rents as leases expire; (iv) executing leases with contractual rent increases; and (v) increasing occupancy.

•Property Management Services—We believe we add value by remaining focused on each individual shopping center and its community and by overseeing all aspects of operations at our centers. Our Locally Smart™ property managers effectively manage costs while maintaining a pleasant, clean, and safe environment where retailers can be successful and customers can enjoy a great shopping experience. Further, we provide our Neighbors with responsive customer service and marketing tools, as well as other sophisticated solutions, such as a centralized accounting, billing, and tax review platform to facilitate our daily operations.

•Development and Redevelopment—Our team of seasoned professionals is focused on selective development initiatives while maintaining our core strategy of acquiring and operating grocery-anchored shopping centers. Our strategies include ground-up outparcel development, repositioning projects, grocery tear-down and redevelopment, and the acquisition of land to support future growth opportunities. These projects create opportunities to increase the value of our properties, create long-term growth, and drive accretive returns, which we believe will allow us to deliver long-term growth and value creation to all stakeholders while creating great grocery-anchored shopping center experiences.

PHILLIPS EDISON & COMPANY

DECEMBER 31, 2025 FORM 10-K

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COMPETITION—Our business is inherently competitive. We believe that the competition is highly fragmented. We are subject to considerable competition in both seeking shopping centers to acquire and attracting and retaining Neighbors in our existing shopping centers. We compete with institutional investors and other REITs, as well as local, regional, and national owner-operators for property acquisitions. We compete with other properties including malls, lifestyle centers, power centers, community centers, neighborhood centers, free-standing retail, and main street retail in attracting new Neighbors and retaining existing Neighbors when their leases expire. The competition for Neighbors varies depending on the characteristics of each property.

We believe that the principal competitive factors in attracting and retaining Neighbors are the quality of the grocery anchor, location, trade area demographics, tenant mix, physical condition of the shopping center, and occupancy cost. These factors combine to determine the level of occupancy and rental rates that we are able to achieve at our properties. We believe that the quality of our omni-channel grocery-anchored shopping centers enables us to compete effectively for Neighbors. We believe that we maintain a competitive position in the acquisition market due to our track record and positive reputation.

SEGMENT DATA—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 the purpose of measuring performance. Accordingly, we have presented our results as a single operating and reportable segment.

COMPLIANCE WITH GOVERNMENT REGULATION—Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings, and competitive position. The impact of these governmental regulations can be material to our business. We incur costs to monitor and take action to comply with governmental regulations that are applicable to our business, which include, among others: federal securities laws and regulations; REIT and other tax laws and regulations; environmental and health and safety laws and regulations; local zoning, usage, and other regulations relating to real property; and the Americans with Disabilities Act of 1990, as amended (“ADA”). See “