NASDAQ: PECO Phillips Edison & Company, Inc. 8-K

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

Filed August 10, 2026 · Period ending August 10, 2026 · ~1 min read

Key Changes

high

Established up to $400M ATM equity program through 14 financial institutions, allowing opportunistic share sales at prevailing market prices to fund acquisitions and debt repayment.

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medium

Forward-sale structure allows PECO to lock in equity pricing today while deferring share issuance and cash receipt to future settlement dates it specifies, with no proceeds received until physical settlement.

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medium

Proceeds will repay revolving credit facility borrowings, fund property acquisitions, and potentially retire other debt, prioritizing balance-sheet flexibility and external growth.

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low

Agent commissions capped at 2.0% of gross sales; for forward sales, compensation takes the form of a reduction to the forward settlement price, adjusted for interest and dividends during the hedge period.

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Summary

Phillips Edison established a up to $400 million at-the-market equity offering program that provides two paths to raise capital: direct share sales through agents at current market prices, or forward-sale contracts where financial institutions borrow and sell shares immediately while PECO defers receiving proceeds until it physically settles the contracts on future dates it chooses.

The forward structure lets the company lock in today's equity pricing without immediate dilution, useful if management expects the stock to appreciate or wants to time capital deployment to specific acquisition opportunities. PECO retains flexibility to cash-settle or net-share-settle forward contracts instead of physical settlement, though it expects to issue shares and receive cash.

Proceeds will repay the revolving credit facility, fund grocery-anchored shopping center acquisitions, and potentially retire other debt. For a REIT focused on external growth, the ATM provides a standing facility to match equity raises to acquisition windows without the timing risk and underwriting costs of a traditional follow-on offering. Retail holders should expect episodic dilution as PECO taps the program, with the pace and structure (direct vs. forward) depending on stock performance and deal flow. The forward optionality is a financing tool, not a red flag, but settlement timing will matter for per-share metrics.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~1,800 words

Item 8.01 — Other Events filed; see Key Changes for terms.

3 Added

Added ATM equity program high

Added in current filing · verify on EDGAR →

On August 10, 2026, Phillips Edison & Company, Inc. (the “Company”) and Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Operating Partnership”) entered into a sales agreement (the “sales agreement”) with Morgan Stanley & Co. LLC, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Regions Securities LLC and Wells Fargo Securities, LLC, as sales agent, forward seller and/or principal (collectively, the “Agents”), and the relevant Forward Sellers and Forward Purchasers (each, as defined below), relating to the offer and sale of shares of the Company’s common stock, $0.01 par value per share (“common stock”), pursuant to a continuous offering program. In accordance with the terms of the sales agreement, the Company may offer and sell shares of common stock having an aggregate offering price of up to $400.0 million (the “Shares”) from time to time through or to the Agents as its sales agents or principals, respectively, or through the Forward Sellers.

The company established an at-the-market equity offering program allowing it to sell up to $400 million of common stock over time through 14 financial institutions acting as agents or principals. The program provides flexibility to issue shares opportunistically at prevailing market prices on Nasdaq or through negotiated transactions.

Added Forward sale structure medium

Added in current filing · verify on EDGAR →

The sales agreement contemplates that, in addition to the issuance and sale by the Company of Shares to or through the Agents as sales agents, the Company may enter into separate forward sale agreements (each, together with any related pricing supplement, a “forward sale agreement,” and, collectively, the “forward sale agreements”), with any of, respectively, Morgan Stanley & Co. LLC, Bank of America, N.A., Bank of Montreal, Citibank, N.A. (or an affiliate thereof), Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC, Nomura Global Financial Products, Inc., Regions Securities LLC and Wells Fargo Bank, National Association, as forward purchasers (in such capacity, each, a “Forward Purchaser,” and, collectively, the “Forward Purchasers”). If the Company enters into a forward sale agreement with any Forward Purchaser, it expects that such Forward Purchaser, acting in accordance with the mutually accepted instructions related to such forward sale agreement, will attempt to borrow and sell, through the relevant Forward Seller, acting as agent for such Forward Purchaser, shares of common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. ... The Company will not initially receive any proceeds from any sale of shares of its common stock borrowed by a Forward Purchaser and sold through a Forward Seller.

The program includes an optional forward sale mechanism where financial institutions borrow and sell shares immediately to hedge their exposure, but the company receives no proceeds until it physically settles the forward contracts on future dates it specifies. This structure allows the company to lock in equity capital at current prices while deferring dilution and cash receipt.

Added Settlement optionality medium

Added in current filing · verify on EDGAR →

The Company currently expects to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such forward sale agreement. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds and it may owe cash to the relevant Forward Purchaser. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe Shares to the relevant Forward Purchaser.

While the company expects to physically settle forward contracts by issuing shares and receiving cash, it retains the option to cash-settle or net-share-settle, either of which could result in no proceeds or the company owing cash or shares to counterparties. This flexibility allows the company to adapt to market conditions at settlement.