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What changed in Phillips Edison & Company, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Phillips Edison & Company, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+289 added−314 removedSource: 10-K (2026-02-10) vs 10-K (2025-02-11)

Top changes in Phillips Edison & Company, Inc.'s 2025 10-K

289 paragraphs added · 314 removed · 218 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeInternal 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 provide stability and generate growth in our existing portfolio, optimizing returns for our stockholders. • 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) attracting high-quality 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 overseeing all aspects of operations at our properties.
Biggest changeOur 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.
Oversight & Ethics — We believe that strong governance practices promote long-term value creation for our stakeholders by fostering a culture of integrity and ethical conduct for our associates; building and maintaining a relationship of trust and respect with our Neighbors, investors, vendors, and the communities that we serve; guiding decision-making through sound and ethical business practices; safeguarding the interest of our stockholders and other stakeholders through comprehensive internal control frameworks with independent oversight and review; assessing enterprise risk management and mitigation strategies for material risks on a regular basis; providing transparency in our reporting and stakeholder disclosures; and prioritizing regular engagement with our stakeholders.
Oversight & Ethics — We believe that strong governance practices promote long-term value creation for our stakeholders by fostering a culture of integrity and ethical conduct for our associates; building and maintaining a relationship of trust and respect with our Neighbors, investors, vendors, and the communities that we serve; guiding decision-making through sound and ethical business practices; safeguarding the interests of our stockholders and other stakeholders through comprehensive internal control frameworks with independent oversight and review; assessing enterprise risk management and mitigation strategies for material risks on a regular basis; providing transparency in our reporting and stakeholder disclosures; and prioritizing regular engagement with our stakeholders.
BUSINESS OBJECTIVES AND STRATEGIES —Our 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.
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 operate a third-party investment management business providing property management and advisory services to four 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.
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.
We also disclose, and intend to disclose, on our website under “Investors” material nonpublic information to comply with our disclosure obligations under Regulation FD. The contents of our website are not incorporated by reference. PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 6
We also disclose, and intend to disclose, on our website under “Investors” material nonpublic information to comply with our disclosure obligations under Regulation FD. The contents of our website are not incorporated by reference. PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 6
As of December 31, 2024, we were not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business.
As of December 31, 2025, we were not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business.
In total, our managed portfolio of wholly-owned shopping centers and those owned through our unconsolidated joint ventures comprised approximately 35.7 million square feet located in 31 states.
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.
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, 2024, our portfolio was 97.7% 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.
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.
People & Culture — As of December 31, 2024, we had approximately 300 associates located in 23 states, with the majority located in our corporate headquarters in Cincinnati, Ohio. At PECO, our associates and the culture we foster are vital to how we operate.
People & Culture — As of December 31, 2025, we had approximately 320 associates located in 23 states, with the majority located in our corporate headquarters in Cincinnati, Ohio. At PECO, our associates and the culture we foster are vital to how we operate.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this filing on Form 10-K, together with our consolidated financial statements and accompanying footnotes, for a discussion of material information relevant to an assessment of our financial condition and results of PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 4 operations (including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings).
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this filing on Form 10-K, together with our consolidated financial statements and accompanying footnotes, for a discussion of material information relevant to an assessment of our financial condition and results of operations (including, to the extent material, the effects that compliance with governmental regulations may have upon our capital expenditures and earnings).
(“we,” the “Company,” “PECO,” “our,” or “us”), a real estate investment trust (“REIT”) founded in 1991, is one of the nation’s largest owners and operators of omni-channel grocery-anchored shopping centers.
(“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.
As of December 31, 2024, approximately 69% of our ABR was generated from Neighbors providing necessity-based goods and services to the local communities.
As of December 31, 2025, approximately 70% of our ABR was generated from Neighbors providing necessity-based goods and services to the local communities.
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.
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.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 5 INFORMATION ABOUT OUR EXECUTIVE OFFICERS— The following table details information for our executive officers as of December 31, 2024: Name Age Title Joined PECO Jeffrey S. Edison 64 Chairman & Chief Executive Officer Co-Founder Robert F. Myers 52 President 2003 John P.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 5 INFORMATION ABOUT OUR EXECUTIVE OFFICERS— The following table details information for our executive officers as of December 31, 2025: Name Age Title Joined PECO Jeffrey S. Edison 65 Chairman & Chief Executive Officer Co-Founder Robert F. Myers 53 President 2003 Joseph G.
We seek to achieve this objective 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. Our goal is to create great grocery-anchored shopping experiences and improve our communities, one center at a time.
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.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 3 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.
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.
Caulfield 44 Chief Financial Officer, Executive Vice President & Treasurer 2014 Tanya E. Brady 57 General Counsel, Executive Vice President & Secretary 2013 CORPORATE HEADQUARTERS— Our corporate headquarters, located at 11501 Northlake Drive, Cincinnati, Ohio 45249, is where we conduct a majority of our management, leasing, construction, and investment activities, as well as administrative functions such as accounting and finance.
Brady 58 Executive Vice President, Chief Legal & Administrative Officer 2013 CORPORATE HEADQUARTERS— Our corporate headquarters, located at 11501 Northlake Drive, Cincinnati, Ohio 45249, is where we conduct a majority of our management, leasing, construction, and investment activities, as well as administrative functions such as accounting and finance.
Further, we seek to invest in small format centers where leasing activity is concentrated in smaller tenant spaces and limits exposure to high-risk retailers.
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.
As of December 31, 2024, we wholly-owned 294 shopping centers.
As of December 31, 2025, we wholly-owned 297 shopping centers.
Community — Through our mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time”, our centers are integral to the local communities they serve by supporting local entrepreneurs and small business owners; connecting residents to essential and necessity-based goods, services, and amenities; enhancing the communities through development and redevelopment projects; and creating economic impact for the local townships and municipalities through jobs and taxes.
Centers & Economic Impact — Our centers are integral to the local communities they serve by supporting local entrepreneurs and small business owners; connecting residents to essential and necessity-based goods, services, and amenities; enhancing the communities through development and redevelopment projects; and creating economic impact for the local townships and municipalities through jobs and taxes.
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. • Revolving Credit Facility Availability —As of December 31, 2024, we had available liquidity of $738.9 million under our senior unsecured revolving credit facility.
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.
Our strategies include outparcel development, footprint reconfiguration, anchor repositioning, and anchor expansion, among others. These projects create opportunities to increase the overall yield and value of our properties, 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. COMPETITION— Our business is inherently competitive.
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 4 COMPETITION —Our business is inherently competitive.
As of December 31, 2024, for our wholly-owned shopping centers, 84% of our annualized base rent (“ABR”) was generated from shopping centers anchored by such grocers. 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.
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.
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 identify opportunities to unlock additional value at our properties through investments in our outparcel and redevelopment program.
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.
(“Cohen & Steers”), which owned one shopping center, (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 one property, and (iv) a 20% equity interest in Necessity Retail Partners (“NRP”), a joint venture with an affiliate of TPG Real Estate, which sold its final property in May 2022 and is set to expire in 2025.
(“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.
We target investments with attractive going-in yields and growth potential in markets with demographic profiles that support necessity-based retail concepts. • Neighbor-Base —As of December 31, 2024, approximately 69% 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.
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.
Our CRS Program is overseen by our Board of Directors through our Nominating and Governance (“N&G”) Committee, and we regularly review the program’s strategies and goals with our directors. More information about our CRS strategies, goals, and performance is available on our website at www.phillipsedison.com, including in our 2023 Corporate Responsibility Report.
More information about our CRS strategies and performance is available on our website at www.phillipsedison.com, including in our 2024 Corporate Responsibility Report.
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. • Targeted Portfolio —We focus on owning centers in trade areas with favorable demographics that align with those of leading grocers.
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.
To achieve this alignment, our CRS Program is based on four pillars - our People & Culture, Environmental Management, Community, and Oversight & Ethics - with each pillar focused on its interdependent strategy of (i) driving our PECO Cultural Advantage™ (described below), (ii) maximizing resource efficiencies and mitigating the impact of environmental risks, (iii) executing on our corporate mission of “creating great omni-channel grocery-anchored shopping center experiences and improving our communities, one shopping center at a time,” and (iv) committing to strong corporate governance.
To achieve this alignment, our CRS Program is based on four pillars - our People & Culture, Environmental Management, Centers & Economic Impact, and Oversight & Ethics - with each pillar focused on its interdependent strategies as described below.
Differentiated and Focused Strategy — We believe our differentiated strategy drives strong financial and operational performance and future growth, including showing resiliency during economic down cycles. • Omni-Channel Grocery-Anchored Neighborhood Shopping Centers —We focus on investing in omni-channel shopping centers anchored by the #1 or #2 grocer by sales within their respective trade area.
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.
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These centers provide an attractive last-mile solution to residents of our communities by providing “Buy Online, Pick-Up in Store”, curbside pick-up, and grocery delivery options.
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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.
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We intend to grow our portfolio through targeted acquisitions that align with our differentiated and focused strategy. • Macroeconomic Trends —We continually monitor the macroeconomic environment to identify trends that are positive for the growth potential of our shopping centers.
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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.
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We believe recent trends such as: (i) population shifts to the Sun Belt and from urban to suburban communities in certain geographic locations; (ii) the continued presence of hybrid work initiatives; (iii) the importance of last mile delivery; (iv) low supply and lack of new construction coupled with high occupancy; and (v) continued consumer resilience will create additional leasing demand and growth opportunities for our shopping centers.
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Our high-quality portfolio is based on our differentiated strategy which focuses on SOAR - S preads, O ccupancy, A dvantages of the Market, and R etention. • 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.
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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 centers across the United States and believe we have a long runway for external growth.
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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.
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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.
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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 3 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.
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Additionally, 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 with no meaningful maturities in 2025, which will position us for long-term growth.
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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.
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On January 9, 2025, we amended our senior unsecured revolving credit facility. The amendment increases the aggregate borrowing capacity of the facility to $1 billion and extends the maturity date to January 2029, with options to extend the maturity for two additional six-month periods.
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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.
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Some highlights of our PECO Cultural Advantage™ include: • Engagement and Satisfaction: We empower our associates through personalized coaching and annual stock awards, intended to foster a resilient culture that has earned PECO the title of a Top Place to Work for eight consecutive years by Cincinnati Enquirer.
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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.
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By granting 100% of eligible associates service-based restricted stock units in PECO, we encourage our associates to think and operate like owners, which we believe drives better decision-making and strengthens our culture. • Learning and Development: We are committed to continuous learning and career development that is highly individualized and tailored to meet the unique needs of each associate.
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Our strategies include ground-up outparcel development, repositioning projects, grocery tear-down and redevelopment, and the acquisition of land to support future growth opportunities.
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PECO’s commitment to continuous learning includes an annual talent management process; individual development plans aligned to each associate’s career goals, strengths, and areas for growth; flexible learning methods and modalities so that associates can learn in a way that suits them best and at their own pace; and an internal mentoring program. • Health and Well-Being: We strive to create a workplace that prioritizes the health, well-being, and safety of our associates.
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Schlosser 51 Chief Operating Officer, Executive Vice President 2004 John P. Caulfield 45 Chief Financial Officer, Executive Vice President & Treasurer 2014 Tanya E.
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Our “Beyond Benefits” wellness program is integral to our Company’s culture and includes sponsoring wellness activities and challenges designed to improve the overall health of our associates.
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In 2024, PECO earned a designation as one of the “Healthiest Employers of Ohio” for a fifth consecutive year and earned a place on the Healthiest100™ in America for the second consecutive year. • Inclusion and Belonging: At PECO, fostering connection and inclusivity is a core commitment of our culture.
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Our four associate-led resource groups - PECO Multicultural Opportunities, Resources & Education; PECO Networking Opportunities for Women; PECO Impact; and PECO Connect - are designed to help further connection, inclusion, collaboration, community engagement, and communication throughout the Company.
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For example, in 2024, we reduced our market-based Scope 1 and 2 GHG emissions by 31% versus our 2020 baseline, which has improved our resource efficiencies at our properties.
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Supported by an experienced executive management team, we maintain a robust system of corporate governance policies, designed to foster an ethical culture and drive our goal of creating long-term value for all stakeholders.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFailure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems, failure to provide certain Corporate Responsibility disclosures, failure to successfully navigate competing policymaker and stakeholder expectations on Corporate PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 11 Responsibility, or unfavorable comparisons in these areas to other companies, could result in reputational harm when investors or others compare us against similar companies in our industry, could result in investor engagement on our Corporate Responsibility initiatives and disclosures or increased costs relating to Corporate Responsibility initiatives, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our ability to raise capital.
Biggest changeFailure to successfully navigate competing policymaker and stakeholder expectations on corporate responsibility, including in association with any ratings or disclosures, or unfavorable comparisons in these areas to other companies, could result in reputational harm, loss of tenants or capital availability, investor engagement on our corporate responsibility initiatives and disclosures, increased costs, or other adverse impacts to our business.
Also, the failure of the Operating Partnership to qualify as a partnership would cause it to become subject to U.S. federal corporate income tax, which would reduce significantly the amount of its cash available for debt service and for distribution to its partners, including us.
Also, the failure of the Operating Partnership to qualify as a partnership would cause it to become subject to U.S. federal corporate income tax, which would significantly reduce the amount of its cash available for debt service and for distribution to its partners, including us.
An interruption in the business operations of our Neighbors or a deterioration in their reputation resulting from a cybersecurity attack, including unauthorized access to customers’ credit card data and other confidential information, could indirectly negatively affect our business and cause lost revenues.
An interruption in the business operations of our Neighbors or a deterioration in their reputation resulting from a cybersecurity attack, including unauthorized access to customers’ information, credit card data, and other confidential information, could indirectly negatively affect our business and cause lost revenues.
We intend to evaluate distributions throughout 2025, and it is possible that stockholders may not receive distributions equivalent to those previously paid by us for various reasons, including: (i) we may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, operating cash flows, or financial position; (ii) decisions on whether, when, and in what amounts to make any future distributions will remain at all times entirely at the discretion of the Board, which reserves the right to change our distribution practices at any time and for any reason; (iii) our Board may elect to retain cash for investment purposes, working capital reserves, or other purposes, or to maintain or improve our credit ratings; and (iv) the amount of distributions that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, state regulators, and/or the terms of any current or future indebtedness that these subsidiaries may incur.
We intend to evaluate distributions throughout 2026, and it is possible that stockholders may not receive distributions equivalent to those previously paid by us for various reasons, including: (i) we may not have enough cash to pay such distributions due to changes in our cash requirements, indebtedness, capital spending plans, operating cash flows, or financial position; (ii) decisions on whether, when, and in what amounts to make any future distributions will remain at all times entirely at the discretion of the Board, which reserves the right to change our distribution practices at any time and for any reason; (iii) our Board may elect to retain cash for investment purposes, working capital reserves, or other purposes, or to maintain or improve our credit ratings; and (iv) the amount of distributions that our subsidiaries may distribute to us may be subject to restrictions imposed by state law, state regulators, and/or the terms of any current or future indebtedness that these subsidiaries may incur.
If that is the case, and if we are exposed to liability under ERISA or the IRC, our performance and results of operations could be adversely affected. Risks Related to Business Continuity Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could adversely affect our cash flows and stockholder returns.
If that is the case, and if we are exposed to liability under ERISA or the IRC, our performance and results of operations could be adversely affected. Risks Related to Business Continuity and Cybersecurity Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could adversely affect our cash flows and stockholder returns.
Edison before effecting a significant transaction reasonably likely to result in the recognition of more than one-third of the built-in gain allocated to Mr. Edison that is protected under the 2017 TPA as of the date that the 2021 TPA is executed, and will consider in good faith any proposal made by Mr.
Edison before effecting a significant transaction reasonably likely to result in the recognition of more than one-third of the built-in gain allocated to Mr. Edison that is protected under the 2017 TPA as of the date that the 2021 TPA was executed, and will consider in good faith any proposal made by Mr.
Such security breaches also could result in a violation of applicable federal and state privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers.
Such security incidents could also result in a violation of applicable federal and state privacy and other laws, and subject us to private consumer, business partner, or securities litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers.
These subjective assessments have a direct effect on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. During the year ended December 31, 2024, we incurred no impairment charges. We will continue to evaluate the risk profile of each asset and may potentially recognize impairments in future quarters.
These subjective assessments have a direct effect on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. During the year ended December 31, 2025, we incurred no impairment charges. We will continue to evaluate the risk profile of each asset and may potentially recognize impairments in future quarters.
Climate change may adversely affect our business, financial condition, cash flows, and results of operations. Climate change, including the impact of global warming, creates physical and financial risks.
Climate change may adversely affect our business, financial condition, cash flows, and results of operations. Climate change, including the impact of global warming, creates physical and transition risks.
We intend to utilize tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “IRC”) to mitigate taxable income (“Section 1031 Exchanges”); however, there can be no assurance that we will identify exchange shopping centers that meet our investment objectives for acquisitions.
We intend to utilize tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the “IRC”) to mitigate taxable income (“Section 1031 Exchanges”); however, there can be no assurance that we will identify replacement shopping centers that meet our investment objectives for acquisitions.
The techniques and sophistication used to conduct cyber attacks and breaches of IT systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time.
The techniques and sophistication used to conduct cybersecurity attacks and breaches of IT systems, as well as the sources and targets of these attacks, change frequently and are often not recognized until such attacks are launched or have been in place for a period of time.
Covenants in certain of our loan agreements specify that certain named individuals must remain a member of management and/or the Board or require certain level of management or Board continuity in connection with a fundamental transaction. Certain of our loan agreements contain covenants that require certain named individuals, including Mr.
Covenants in certain of our loan agreements specify that certain named individuals must remain a member of management and/or our Board of Directors (the “Board”) or require certain level of management or Board continuity in connection with a fundamental transaction. Certain of our loan agreements contain covenants that require certain named individuals, including Mr.
U.S. federal, state, and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at, on, under, from, or in a property or at impacted neighboring properties, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage and historic land use practices.
U.S. federal, state, and local laws and regulations relating to the protection of the environment may require us, as a current or previous owner or operator of real property, to investigate and clean up hazardous or toxic substances or petroleum product releases at, on, under, from, or in a property or at impacted neighboring properties, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage, historic land use practices, and increasingly per- and poly-fluoroalkyl substances.
High debt levels c ould have material adverse consequences for the Company, including hindering our ability to adjust to changing market, industry, or economic conditions; limiting our ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses; requiring the use of a substantial portion of our cash flows for the payment of principal and interest on our debt, thereby limiting the amount of free cash flow available for future operations, acquisitions, distributions, stock repurchases, or other uses; making us more vulnerable to economic or industry downturns, including interest rate increases; and placing us at a competitive disadvantage compared to less leveraged competitors.
High debt levels c ould have material adverse consequences for the Company, including hindering our ability to adjust to changing market, industry, or economic conditions; limiting our ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses; requiring the use of a substantial portion of our cash flows for the payment of principal and interest on our debt, thereby limiting the amount of free cash flow available for future operations, acquisitions, distributions, stock repurchases, or other uses; making us more vulnerable to economic or industry downturns, including elevated or increased interest rates; and placing us at a competitive disadvantage compared to less leveraged competitors.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the share price of our common stock or result in fluctuations in the price or trading volume of shares of our common stock, including: • the annual yield from distributions on shares of our common stock as compared to yields on other financial instruments; • equity issuances by us, or future sales of substantial amounts of shares of our common stock by our existing or future stockholders, or the perception that such issuances or future sales may occur; • increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of shares of our common stock to demand a higher yield; • changes in market valuations of similar companies; • fluctuations in stock market prices and volumes; • additions or departures of key management personnel; • our operating performance and the performance of other similar companies; • actual or anticipated differences in our quarterly operating results; • changes in expectations of future financial performance or changes in estimates of securities analysts; • publication of research reports about us or our industry by securities analysts; • failure to qualify as a REIT; • adverse market reaction to any indebtedness we incur in the future; • strategic decisions by us or our competitors, such as acquisitions, divestments, spin offs, joint ventures, strategic investments, or changes in business strategy; • the passage of legislation or other regulatory developments that adversely affect us or our industry; • speculation in the press or investment community; • changes in our earnings; • failure to satisfy the listing requirements of Nasdaq; • failure to comply with the requirements of the Sarbanes-Oxley Act; • actions by institutional stockholders; • changes in accounting principles; and • general market conditions, including factors unrelated to our performance.
In addition to the risks listed in this “Risk Factors” section, a number of factors could negatively affect the share price of our common stock or result in fluctuations in the price or trading volume of shares of our common stock, including: • the annual yield from distributions on shares of our common stock as compared to yields on other financial instruments; • equity issuances by us, or future sales of substantial amounts of shares of our common stock by our existing or future stockholders, or the perception that such issuances or future sales may occur; • increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of shares of our common stock to demand a higher yield; • changes in market valuations of similar companies; • fluctuations in stock market prices and volumes; • additions or departures of key management personnel; • our operating performance and the performance of other similar companies; • actual or anticipated differences in our quarterly operating results; • changes in expectations of future financial performance or changes in estimates of securities analysts; • publication of research reports about us or our industry by securities analysts; • failure to qualify as a REIT; • adverse market reaction to any indebtedness we incur in the future; • strategic decisions by us or our competitors, such as acquisitions, divestments, spin offs, joint ventures, strategic investments, or changes in business strategy; • the passage of legislation or other regulatory developments that adversely affect us or our industry; PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 18 • speculation in the press or investment community; • changes in our earnings; • failure to satisfy the listing requirements of Nasdaq; • failure to comply with the requirements of the Sarbanes-Oxley Act; • actions by institutional stockholders; • changes in accounting principles; and • general market conditions, including factors unrelated to our performance.
If market interest rates rise, as has recently been experienced, prospective purchasers of shares of our common stock may expect a higher distribution rate. Higher interest rates would not, however, result in more funds being available for distribution and, in fact, would likely increase our borrowing costs and might decrease our funds available for distribution.
If market interest rates rise, as has been experienced in recent years, prospective purchasers of shares of our common stock may expect a higher distribution rate. Higher interest rates would not, however, result in more funds being available for distribution and, in fact, would likely increase our borrowing costs and might decrease our funds available for distribution.
As a result of this lower aggregate tax basis, the Operating Partnership will recognize higher taxable gain upon the sale of these assets, and the Operating Partnership will be entitled to lower depreciation deductions on these assets than if it had purchased these shopping centers in taxable transactions at the time of the acquisition.
As a result of this lower aggregate tax basis, the Operating Partnership may recognize more taxable gain upon the sale of these assets, and the Operating Partnership will be entitled to lower depreciation deductions on these assets than if it had purchased these shopping centers in taxable transactions at the time of the acquisition.
Such lower depreciation deductions and increased gains on sales allocated to us generally will increase the amount of our required distribution under the REIT rules, and will decrease the portion of any distribution that otherwise would have been treated as a “return of capital” distribution.
Such lower depreciation deductions and increased gains on sales generally will increase the amount of our required distribution under the REIT rules, and will decrease the portion of any distribution that otherwise would have been treated as a “return of capital” distribution.
Murphy, and Mr. Myers the same protection provided under the 2017 TPA until 2031, so long as (a) Mr. Edison, Mr. Murphy, or Mr.
Murphy, and Mr. Myers the same protection provided under the 2017 TPA until October 4, 2031, so long as (a) Mr. Edison, Mr. Murphy, or Mr.
We have obtained, and may continue to obtain, lines of credit, and other long-term financing that are secured by our shopping centers and other assets. On December 31, 2024, we had indebtedness of $2.1 billion comprised of $1.7 billion in unsecured debt, $0.4 billion in outstanding secured loan facilities, and $0.1 billion in mortgage loans and finance lease obligations.
We have obtained, and may continue to obtain, lines of credit, and other long-term financing that are secured by our shopping centers and other assets. On December 31, 2025, we had indebtedness of $2.4 billion comprised of $2.0 billion in unsecured debt, $0.4 billion in outstanding secured loan facilities, and $30.4 million in mortgage loans and finance lease obligations.
Although a significant amount of our outstanding debt has fixed interest rates, we borrow funds at variable interest rates under our credit facilities and term loans. As of December 31, 2024, 7.0% of our outstanding debt was variable rate debt.
Although a significant amount of our outstanding debt has fixed interest rates, we borrow funds at variable interest rates under our credit facilities and term loans. As of December 31, 2025, 15.7% of our outstanding debt was variable rate debt.
A cybersecurity attack could: (i) disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our Neighbors; (ii) compromise the confidential or proprietary information of our Neighbors, associates, and vendors, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes and outcomes; (iii) result in our inability to maintain the building systems relied upon by our Neighbors for the efficient use of their leased space; (iv) require significant management attention and resources to remedy the damages that result; (v) result in misstated financial reports, violations of loan covenants, and/or missed reporting deadlines; (vi) result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; (vii) subject us to claims for breach of contract, damages, credits, penalties, or termination of leases or other agreements or relationships; (viii) cause reputational damage that adversely affects Neighbor, investor, and associate confidence in us, which could negatively affect our ability to attract and retain Neighbors, investors, and associates; (ix) result in significant remediation costs, some or all of which may not be recoverable from our insurance carriers; and (x) result in increases in the cost of obtaining insurance on favorable terms, or at all, if the attack results in significant insured losses.
A cybersecurity attack on our or third party IT systems could also: (i) disrupt the proper functioning of our networks and systems and therefore our operations and/or those of certain of our Neighbors; (ii) compromise the personal information, confidential information, or proprietary information of our Neighbors, associates, and vendors, which others could use to compete against us or for disruptive, destructive, or otherwise harmful purposes and outcomes; (iii) result in our inability to maintain the building systems relied upon by our Neighbors for the efficient use of their leased space possibly resulting in harm to customers of those neighbors; (iv) require significant management attention and resources to remedy the damages that result; (v) result in misstated financial reports, violations of loan covenants, and/or missed reporting deadlines; (vi) result in our inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT; (vii) subject us to claims for breach of contract, damages, credits, penalties, or termination of leases or other agreements or relationships; (viii) cause reputational damage that adversely affects Neighbor, investor, and associate confidence in us, which PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 17 could negatively affect our ability to attract and retain Neighbors, investors, and associates; (ix) result in significant remediation costs, some or all of which may not be recoverable from our insurance carriers; and (x) result in increases in the cost of obtaining insurance on favorable terms, or at all, if the attack results in significant insured losses.
Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in storm intensity and severity of weather (e.g. floods, droughts, tornadoes, or hurricanes) and extreme temperatures.
Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in storm intensity and severity of weather (e.g. floods, droughts, wildfires, tornadoes, or hurricanes) and changes in temperatures, water, and other weather patterns.
Such risks also include, but are not limited to, those that could impact the financial stability of our Neighbors, including their ability to pay rent and expense reimbursements, such as supply chain disruptions and constraints, inflationary pressures throughout the supply chain, labor shortages and inflationary pressures on wages, increases in retail theft, and other risks and uncertainties described elsewhere in this "Risk Factors" section.
Such risks also include, but are not limited to, those that could impact the financial stability of our Neighbors, including their ability to pay rent and expense reimbursements, such as supply chain disruptions and constraints, inflationary pressures throughout the supply chain, including those due to tariffs, labor shortages, inflationary pressures on wages, increases in retail theft, changes in consumer demand due to macroeconomic conditions or otherwise, and other risks and uncertainties described elsewhere in this "Risk Factors" section.
The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our Neighbors, and private data exposure. Our financial results and business operations may be negatively affected by such an incident or the resulting negative media attention.
The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our Neighbors, and loss of competitive confidential information. Our financial results and business operations may be negatively affected by such an incident or the resulting negative media attention.
Although this does not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, the more favorable rates for corporate dividends may cause non-corporate investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of shares of our common stock.
Although this does not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 15 apply to regular corporate qualified dividends, the more favorable rates for corporate dividends may cause non-corporate investors to perceive that an investment in a REIT is less attractive than an investment in a non-REIT entity that pays dividends, thereby reducing the demand and market price of shares of our common stock.
Our portfolio is predominantly comprised of omni-channel neighborhood grocery-anchored shopping centers, and during the year ended December 31, 2024, our holdings in Florida, California, and Texas accounted for 12.2%, 10.6%, and 10.1%, respectively, of our ABR (including our wholly-owned portfolio as well as the prorated portion of shopping centers owned through our joint ventures).
Our portfolio is predominantly comprised of omni-channel neighborhood grocery-anchored shopping centers, and during the year ended December 31, 2025, our holdings in Florida and California accounted for 12.3% and 10.5%, respectively, of our ABR (including our wholly-owned portfolio as well as the prorated portion of shopping centers owned through our joint ventures).
As of December 31, 2024, 28 of our 294 wholly-owned shopping centers, four outparcels, and the land under which one of our properties is located, comprising approximately 10.2% of our ABR, are subject to the protection described in clause (i) above, and the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to such protection is approximately $117.9 million.
As of December 31, 2025, 28 of our 297 wholly-owned shopping centers, four outparcels, and the land under which one of our properties is located, comprising approximately 9.8% of our ABR, are subject to the protection described in clause (i) above, and the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to such protection is approximately $114.3 million.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 14 These and other provisions of our charter, bylaws, and Maryland law could have the effect of delaying, deferring, or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.
These and other provisions of our charter, bylaws, and Maryland law could have the effect of delaying, deferring, or preventing a change in control, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price to holders of our common stock.
In addition, incurring mortgage debt increases the risk of loss of a property because defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple shopping centers.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 10 In addition, incurring mortgage debt increases the risk of loss of a property because defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple shopping centers.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 18 Although we believe that our portfolio is in substantial compliance with U.S. federal, state, and local environmental laws and regulations regarding hazardous or toxic substances, and that there is no material contamination that we would be responsible for addressing, this belief is based on limited evaluation and testing.
Although we believe that our portfolio is in substantial compliance with U.S. federal, state, and local environmental laws and regulations regarding hazardous or toxic substances, and that there is no material contamination that we would be responsible for addressing, this belief is based on limited evaluation and testing.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to certain U.S. federal, state, and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure, and state or local income, property, and transfer taxes.
Even if we qualify as a REIT for U.S. federal income tax purposes, we may be subject to certain U.S. federal, state, and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 13 as a result of a foreclosure, and state or local income, property, and transfer taxes.
We are required to perform system and PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 21 process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, and are required to have our independent registered public accounting firm attest to the same, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, and are required to have our independent registered public accounting firm attest to the same, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 15 Our property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow. Even if we qualify as a REIT for U.S. federal income tax purposes, we are required to pay state and local property taxes on our shopping centers.
Our property taxes could increase due to property tax rate changes or reassessment, which could impact our cash flow. Even if we qualify as a REIT for U.S. federal income tax purposes, we are required to pay state and local property taxes on our shopping centers.
While we attempt to acquire shopping centers that are already in compliance with the ADA or place the burden of compliance on the seller or other third party, such as a Neighbor, we cannot PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 19 assure stockholders that we will be able to acquire shopping centers or allocate responsibilities in this manner.
While we attempt to acquire shopping centers that are already in compliance with the ADA or place the burden of compliance on the seller or other third party, such as a Neighbor, we cannot assure stockholders that we will be able to acquire shopping centers or allocate responsibilities in this manner.
Moreover, it is possible that future legislation could be enacted that could modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or impossible for us to dispose of shopping centers on a tax-deferred basis.
Moreover, it is possible that future legislation could be enacted that could PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 7 modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult or impossible for us to dispose of shopping centers on a tax-deferred basis.
As we depend, in part, on debt financing to fund the growth of our business and to execute our strategy, an adverse change in our credit rating, including changes in our credit outlook, or the initiation of a PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 12 review of our credit rating that could result in an adverse change, could have a material adverse effect on us.
As we depend, in part, on debt financing to fund the growth of our business and to execute our strategy, an adverse change in our credit rating, including changes in our credit outlook, or the initiation of a review of our credit rating that could result in an adverse change, could have a material adverse effect on us.
Accordingly, there can be no assurance that we will not record impairment charges in the future related to our assets. We actively reinvest in our portfolio in the form of development and redevelopment projects, which have inherent risks that could adversely affect our financial condition, cash flows, and results of operations.
Accordingly, there can be no assurance that we will not record impairment charges in the future related to our assets. Our development and redevelopment projects involve inherent risks and may not achieve their underwritten returns, which could adversely affect our financial condition, cash flows, and results of operations.
We must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, U.S. government securities, and qualified real estate assets, including certain mortgage loans and mortgage-backed PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 16 securities.
We must also ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, U.S. government securities, and qualified real estate assets, including certain mortgage loans and mortgage-backed securities.
In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates, resulting in higher interest rates and increased interest expense.
In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates, PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 11 resulting in higher interest rates and increased interest expense.
The issuance of a substantial number of shares of our common stock in the public market, or upon exchange of common units of limited partnership interest PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 20 in our OP units, or the perception that such issuances might occur, could adversely affect the market price of our common stock.
The issuance of a substantial number of shares of our common stock in the public market, or upon exchange of common units of limited partnership interest in our OP units, or the perception that such issuances might occur, could adversely affect the market price of our common stock.
If the property taxes we pay increase, our financial condition, results of operations, cash flow, per share trading price of our common stock, and ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected. We use taxable REIT subsidiaries, which may cause us to fail to qualify as a REIT.
If the property taxes we pay increase, our financial condition, results of operations, cash flow, per share trading price of our common stock, ability to satisfy our principal and interest obligations and to make distributions to our stockholders could be adversely affected.
Changes in our disposition strategy or changes in the marketplace may alter the holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 9 our financial condition or operating performance.
Changes in our disposition strategy or changes in the marketplace may alter the holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance.
We use artificial intelligence technologies in our business, and the use of these technologies involve technological and legal risk. We currently use artificial intelligence (“AI”) and automated decision-making technologies (collectively, “AI Technologies”), including generative AI Technologies (i.e., AI Technologies that can produce and output new content, software code, data and information) in certain internal business practices.
We currently use artificial intelligence (“AI”) and automated decision-making technologies (collectively, “AI Technologies”), including generative AI Technologies (i.e., AI Technologies that can produce and output new content, software code, data and information), in certain internal business practices and are making additional investments in this area.
A TRS also includes any corporation other than a REIT with respect to which a TRS owns securities possessing more than 35% of the total voting power or value of the outstanding securities of such corporation.
A TRS also includes any corporation other than a REIT with respect to which a TRS owns securities possessing more than 35% of the total voting power or value of the outstanding securities of such corporation. TRS entities are taxed as regular C corporations and may engage in activities our REIT cannot.
As an owner and/or operator of real estate, we could become subject to liability for environmental violations, regardless of whether we caused such violations, and our efforts to identify environmental liabilities may not be successful. We could become subject to liability in the form of fines or damages for noncompliance with environmental laws and regulations.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 16 As an owner and/or operator of real estate, we could become subject to liability for environmental violations, regardless of whether we caused such violations, and our efforts to identify environmental liabilities may not be successful.
Stockholders have no contractual or other legal right to distributions that have not been authorized by the Board and declared by the Company. We may not be able to make distributions in the future or may need to fund such distributions from external sources, as to which no assurances can be given.
We may not be able to make distributions in the future or may need to fund such distributions from external sources, as to which no assurances can be given.
Our charter, bylaws, and Maryland law contain terms that may discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
Our Board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks our stockholders face. Our charter, bylaws, and Maryland law contain terms that may discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
Our stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face. Our Board determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification, and distributions. Our Board may amend or revise these and other policies without the vote of our stockholders.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 12 Our stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks our stockholders face. Our Board determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification, and distributions.
Anchor Neighbors (a Neighbor occupying 10,000 or more square feet) occupy large stores in our shopping centers, pay a significant portion of the total rent at a property, and contribute to the success of other Neighbors by attracting shoppers to the property.
Our anchor Neighbors (generally those occupying 10,000 square feet or more) pay a significant portion of the total rent at a property and draw customer traffic to other stores.
We and our Neighbors face risks relating to cybersecurity attacks, which could cause loss of confidential information and other disruptions to business operations, and compliance with new laws and regulations regarding cybersecurity and privacy may result in substantial costs and may decrease cash available for distributions.
We and our Neighbors face risks relating to cybersecurity attacks. These attacks could lead to significant disruptions to our and our Neighbor’s business operations, third party lawsuits, and adverse regulatory actions. Efforts to respond to these attacks and comply with new laws and regulations regarding cybersecurity and privacy may result in substantial costs and may decrease cash available for distributions.
Additionally, the regulatory environment may create conflicting pressures as policymakers in some jurisdictions advocate for laws to constrain consideration of Corporate Responsibility matters in certain circumstances. Additional actions may be taken by both proponents and opponents of Corporate Responsibility matters.
While policymakers in some jurisdictions have adopted or are looking at adopting requirements on corporate responsibility matters, policymakers in other jurisdictions advocate for laws to constrain consideration of corporate responsibility matters in certain circumstances. Additional actions may be taken by both proponents and opponents of corporate responsibility matters.
Edison had voting control over approximately 6.4% of the OP units (considering OP units owned by us), and therefore could have influence over votes on change of control transactions.
As of December 31, 2025, we would have directly or indirectly controlled approximately 90.8% of the OP units. Furthermore, as of December 31, 2025, Mr. Edison had voting control over approximately 5.0% of the OP units (considering OP units owned by us), and therefore could have influence over votes on change of control transactions.
We may be required to make distributions to our stockholders at times when it would be more advantageous to reinvest cash in the business or when we do not have funds readily available for distribution. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
We may be required to make distributions to our stockholders at times when it would be PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 14 more advantageous to reinvest cash in the business or when we do not have funds readily available for distribution.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, operating results, financial condition, and cash flows. Summary of Risk Factors An investment in our common stock involves risks. You should carefully consider the risks summarized here and described more fully below.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business, operating results, financial condition, and cash flows.
The unpredictable nature of pandemics, epidemics, and other health crises precludes any prediction as to one’s ultimate adverse impact. A worsening of the economic, political, and social environment as a result presents material risks and uncertainties with respect to our and our Neighbors’ business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy debt service obligations.
A worsening of the economic, political, and social environment as a result presents material risks and uncertainties with respect to our and our Neighbors’ business, financial condition, results of operations, cash flows, liquidity, and ability to satisfy debt service obligations. Increased scrutiny on Environmental, Social and Governance factors may impose additional costs and expose us to new risks.
Actual incremental unlevered yields may vary from our underwritten incremental unlevered yield range based on the actual total cost to complete a project and its incremental NOI at stabilization. Pandemics, epidemics, or other health crises may have a negative effect on our and our Neighbors’ businesses, financial condition, results of operations, cash flows, and liquidity.
Pandemics, epidemics, or other health crises may have a negative effect on our and our Neighbors’ businesses, financial condition, results of operations, cash flows, and liquidity.
Cybersecurity attacks include attempts to gain unauthorized access to our data and/or computer systems to disrupt operations, corrupt data, or steal confidential information. We may face such cybersecurity attacks through malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our information technology (“IT”) systems.
We may face such cybersecurity attacks through malware, computer viruses, attachments to e-mails, malicious persons inside our organization, vulnerabilities in our or third party software, or other security issues with our and third party information technology (“IT”) systems.
We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation, or administrative interpretation.
We and our stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation, or administrative interpretation. If our assets are deemed to be plan assets, we may be exposed to liabilities under Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) and the IRC.
Under the Maryland General Corporation Law, as amended (“MGCL”) and our charter, our stockholders have a right to vote only on limited matters. Our Board’s broad discretion in setting policies and our stockholders’ inability to exert control over those policies increases the uncertainty and risks our stockholders face.
Our Board may amend or revise these and other policies without the vote of our stockholders. Under the Maryland General Corporation Law, as amended (“MGCL”) and our charter, our stockholders have a right to vote only on limited matters.
These and other factors could adversely affect our financial condition, cash flows, and results of operations. PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 10 The continued shift in retail sales towards e-commerce may adversely affect our financial condition, cash flows, and results of operations.
These and other factors could adversely affect our financial condition, cash flows, and results of operations. The continued shift in retail sales towards e-commerce may adversely affect our financial condition, cash flows, and results of operations. Retailers continue to be affected by e-commerce and changes in customer buying habits, including the delivery or curbside pick-up of items ordered online.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 8 We may be unable to sell shopping centers when desired, at an attractive price, or at all, and the sale of a property could cause significant tax payments.
Any such developments could have a material adverse effect on our business, financial condition, cash flows, and results of operations, including our ability to service debt and make distributions to stockholders. We may be unable to sell shopping centers when desired, at an attractive price, or at all, and the sale of a property could cause significant tax payments.
Underwritten incremental unlevered yields are based solely on our estimates, using data available to us in our development and redevelopment underwriting processes.
As a result of these factors, the actual incremental unlevered yields (i.e., the return on our investment at project stabilization, excluding financing effects) for development and redevelopment projects may fall short of our underwritten incremental unlevered yield targets, which are based solely on our estimates, using data available to us in our development and redevelopment underwriting processes.
We and such third parties employ a number of measures to prevent, detect, and mitigate these threats, including password protection, firewalls, backup servers, malware detection, intrusion sensors, threat monitoring, user training, and periodic penetration testing; however, there is no guarantee that such cybersecurity risk management programs and processes, including our and their policies, controls, and procedures, will be fully implemented, complied with or effective in protecting our and their systems and information.
There is no guarantee that our cybersecurity risk management programs and processes, including our and third parties’ policies, controls, and procedures, will be fully implemented, complied with or effective in protecting our and third party systems and information against cybersecurity attacks.
We actively pursue opportunities for outparcel development and existing property redevelopment. Development and redevelopment activities require various government and other approvals for entitlements and any delay in or failure to receive such approvals may significantly delay this process or prevent us from recovering our investment.
We actively pursue opportunities to develop outparcels and redevelop existing properties; however, these activities require various government and other approvals, and any delay or failure in obtaining necessary entitlements can significantly postpone or even prevent a project, jeopardizing our ability to recover our investment.
The net income of our TRS entities is not required to be distributed to us, and income that is not distributed to us will generally not be subject to the REIT income distribution requirement. However, our TRS entities may pay dividends. Such dividend income should qualify under the 95%, but not the 75%, gross income test.
Income earned by our TRS entities is not required to be distributed to us, and any dividends received from our TRS entities generally qualify under the 95%, but not the 75%, gross income test. We monitor TRS income and distributions to comply with REIT income limits, but we cannot guarantee compliance in all cases.
Our ownership of TRS entities is subject to limitations that could prevent us from growing our management business, and our transactions with our TRS entities could cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on an arm’s-length basis.
Transactions between us and our TRS entities must be conducted on an arm’s-length basis, and while we attempt to structure our intercompany dealings on market terms, we could be subject to a 100% excise tax if the IRS successfully argues that our existing intercompany transactions are not structured on an arm's length basis.
To qualify as a REIT for U.S. federal income tax purposes, we hold, and plan to continue to hold, substantially all of our non-qualifying REIT assets and conduct certain of our non-qualifying REIT income activities in or through one or more taxable REIT subsidiary (“TRS”) entities.
Our use of taxable REIT subsidiary (“TRS”) entities may jeopardize our REIT qualification and expose us to significant tax liabilities. We may utilize TRS entities to hold non-qualifying REIT assets and to conduct activities that generate non-qualifying REIT income.
If we fail to reinvest in our portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers or consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition, cash flows, and results of operations could be adversely affected.
If we fail to successfully reinvest in our portfolio through development and redevelopment or if our projects encounter significant delays, cost overruns, or fail to achieve the anticipated financial performance, our business, financial condition, cash flows, and results of operations could be adversely affected.
Removed
Risks Related to Our Business and Operations • Our revenues and cash flows will be affected by the success and economic viability of our anchor Neighbors. • A significant percentage of our revenues is derived from non-anchor Neighbors, and our net income and ability to make distributions to stockholders may be adversely affected if these Neighbors are not successful. • We may be unable to sell shopping centers when desired, at an attractive price, or at all, and the sale of a property could cause significant tax payments. • We face competition and other risks in pursuing acquisition opportunities that could increase the cost of such acquisitions and/or limit our ability to grow, and we may not be able to generate expected returns or successfully integrate completed acquisitions into our existing operations. • We share ownership of our unconsolidated joint ventures and do not have exclusive decision-making power, and as such, we are unable to ensure that our objectives will be pursued. • Our real estate assets may decline in value and be subject to significant impairment losses, which may reduce our net income. • We actively reinvest in our portfolio in the form of development and redevelopment projects, which have inherent risks that could adversely affect our financial condition, cash flows, and results of operations. • The continued shift in retail sales towards e-commerce may adversely affect our financial condition, cash flows, and results of operations. • Actual incremental unlevered yields for our development and redevelopment projects may vary from our underwritten incremental unlevered yield range. • Pandemics, epidemics, or other health crises may have a negative effect on our and our Neighbors’ businesses, financial condition, results of operations, cash flows, and liquidity. • We use artificial intelligence technologies in our business, and the use of these technologies involve technological and legal risk.
Added
Risks Related to Our Business and Operations Our financial performance depends on the stability and success of our Neighbors, and the loss, failure, departure or bankruptcy of significant Neighbors – including major anchor stores – or a high volume of smaller Neighbors, could adversely affect our revenues, occupancy, and results of operations.
Removed
Risks Related to Our Corporate Structure and Organization • We and our consolidated subsidiary, the Operating Partnership, entered into tax protection agreements with certain protected partners, which may limit the Operating Partnership’s ability to sell or otherwise dispose of certain shopping centers and may require the Operating Partnership to maintain certain debt levels that otherwise would not be required to operate its business.
Added
If a major anchor Neighbor ceases or downsizes operations – whether due to bankruptcy, insolvency, business downturn, lease default, or a decision not to renew its lease – we would lose a primary income source and traffic driver.
Removed
Risks Related to Our REIT Status and Other Tax Risks • Failure to qualify as a REIT would cause us to be taxed as a regular C corporation, which would substantially reduce funds available for distributions to stockholders. • If the Operating Partnership fails to qualify as a partnership for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer adverse consequences. • Complying with REIT requirements may cause us to forgo otherwise attractive opportunities or liquidate otherwise attractive investments.
Added
This could also trigger co-tenancy provisions in other Neighbors’ leases allowing them to pay reduced rent or terminate their leases, further eroding our rental income. If an anchor “goes dark” (stops operating but continues to pay rent), the lack of an active anchor can significantly diminish shopper traffic, impairing sales for other Neighbors.
Removed
Risks Related to Business Continuity • We and our Neighbors face risks relating to cybersecurity attacks, which could cause loss of confidential information and other disruptions to business operations, and compliance with new laws and regulations regarding cybersecurity and privacy may result in substantial costs and may decrease cash available for distributions.
Added
Re-leasing a vacated anchor space can be challenging and costly because anchor spaces may require substantial capital investments or reconfiguration (for example, subdividing into smaller units) to attract new Neighbors, and prolonged downtime is likely during this repositioning.
Removed
Risks Related to Our Common Stock • The market price and trading volume of shares of our common stock may be volatile. • The number of shares of our common stock available for future issuance or sale could adversely affect the market price of our common stock.
Added
In some cases, an anchor’s lease may allow it to assign or transfer the space to a new retailer not originally anticipated, which could change the center’s draw and potentially reduce foot traffic, or give other Neighbors the right to renegotiate or exit their leases.
Removed
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 7 Risks Related to Our Business and Operations Our revenues and cash flows will be affected by the success and economic viability of our anchor Neighbors.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CIO works closely with members of PECO's cybersecurity team, who have years of experience working in cybersecurity, possessing industry certifications such as Certified Information Systems Security Professional (“CISSP”) and Security+, and pursuing advanced degrees and studies in the field. Cybersecurity team members participate in recurring cybersecurity team meetings with the CIO and provide periodic executive leadership updates.
Biggest changeThe CIO has over 20 years of experience in network engineering and administration, information technology operations, and infrastructure, and works closely with members of PECO's cybersecurity team, who have years of experience working in cybersecurity, with several members possessing industry certifications such as Certified Information Systems Security Professional (“CISSP”) and Security+, and having pursued advanced degrees and studies in the field.
Additionally, PECO engages with external cybersecurity experts to conduct annual penetration testing, provide monitoring of the environment, conduct tabletop exercises, and for dedicated incident response and advanced forensics capabilities. In addition to internal audits and external reviews, assessments have included the NIST CSF, cybersecurity maturity assessment, and Center for Internet Security Benchmarks to identify opportunities for enhancement.
Additionally, PECO engages with external cybersecurity experts to conduct annual penetration testing, provide monitoring of the environment, conduct tabletop exercises, and provide dedicated incident response and advanced forensics capabilities. In addition to internal audits and external reviews, assessments have included the NIST CSF, cybersecurity maturity assessment, and Center for Internet Security Benchmarks to identify opportunities for enhancement.
The PECO cybersecurity team participates in cybersecurity training, activities, and events to stay current with the evolution of security threats, security solutions, best practices, and the risks facing PECO. At PECO, we are committed to protecting the confidentiality and integrity of our data and systems.
The PECO cybersecurity team participates in cybersecurity training, activities, and events to stay current with the evolution of security threats, security solutions, best practices, and the risks facing PECO. At PECO, we are committed to protecting the availability, confidentiality, and integrity of our data and systems.
Our management team, including the Chief Information Officer (“CIO”), is responsible for identifying and managing our material risks from cybersecurity threats. The CIO has primary responsibility for leading our overall cybersecurity risk management program and supervises both the PECO cybersecurity team and our retained external cybersecurity consultants.
Our Chief Information Officer (“CIO”) is a member of our management team and has primary responsibility for assessing and managing material risks from cybersecurity threats. The CIO also has primary responsibility for leading our overall cybersecurity risk management program and supervises both the PECO cybersecurity team and our retained external cybersecurity consultants.
The Audit Committee oversees our cybersecurity program and is periodically briefed by management, including the CIO, on cybersecurity risks and initiatives. In addition, management updates the Board, through the Audit Committee, as necessary regarding any significant cybersecurity incidents.
Cybersecurity team members participate in recurring cybersecurity team meetings with the CIO and provide periodic executive leadership updates. The Audit Committee oversees our cybersecurity program and is periodically briefed by management, including the CIO, on cybersecurity risks and initiatives. In addition, management updates the Board, through the Audit Committee, as necessary regarding any significant cybersecurity incidents.
See “Item 1A. Risk Factors – Risks Related to Business Continuity”. PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 22
See “Item 1A. Risk Factors – Risks Related to Business Continuity and Cybersecurity”. PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 21
The cybersecurity team delivers cybersecurity training to associates, including security videos and informational tips, new hire training, out-of-band cybersecurity alerts, and simulated phishing campaigns with teachable moments and focused training, all designed to provide security specific knowledge to our associates. Positive reinforcement is utilized and encourages associates’ participation, in addition to required periodic training.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 20 The cybersecurity team delivers cybersecurity training to associates, including security videos and informational tips, new hire training, out-of-band cybersecurity alerts, and simulated phishing campaigns with teachable moments and focused training, all designed to provide security specific knowledge to our associates.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeFor additional portfolio information, refer to “Schedule III - Real Estate Assets and Accumulated Depreciation” (dollars and square feet in thousands): State ABR (1) % ABR ABR/Leased Square Foot GLA (2) % GLA % Leased Number of Properties Florida $ 62,739 12.2 % $ 15.48 4,162 12.4 % 97.4 % 53 California 54,764 10.6 % 22.17 2,504 7.4 % 98.6 % 26 Texas 52,203 10.1 % 19.27 2,766 8.2 % 97.9 % 24 Georgia 44,951 8.7 % 14.34 3,183 9.5 % 98.5 % 32 Illinois 30,362 5.9 % 16.69 1,934 5.7 % 94.1 % 17 Ohio 28,824 5.6 % 11.48 2,584 7.7 % 97.1 % 20 Colorado 28,528 5.5 % 19.66 1,480 4.4 % 98.0 % 14 Virginia 22,809 4.4 % 17.25 1,358 4.0 % 97.4 % 13 Minnesota 22,619 4.4 % 16.64 1,392 4.1 % 97.7 % 14 Massachusetts 17,658 3.4 % 15.66 1,148 3.4 % 98.2 % 9 Nevada 14,558 2.8 % 23.68 623 1.9 % 98.6 % 5 Pennsylvania 12,665 2.5 % 12.79 1,000 3.0 % 99.1 % 6 Wisconsin 12,157 2.4 % 11.70 1,057 3.1 % 98.3 % 9 Arizona 11,508 2.2 % 15.56 750 2.2 % 98.5 % 7 South Carolina 10,615 2.1 % 12.29 870 2.6 % 99.3 % 8 Maryland 10,037 1.9 % 21.78 463 1.4 % 99.6 % 4 North Carolina 8,497 1.6 % 13.59 659 2.0 % 94.9 % 10 Connecticut 8,418 1.6 % 16.95 522 1.6 % 95.1 % 5 Tennessee 8,290 1.6 % 10.38 802 2.4 % 99.6 % 5 Indiana 7,419 1.5 % 9.11 832 2.5 % 97.8 % 5 Kentucky 7,087 1.4 % 11.55 616 1.8 % 99.6 % 4 Michigan 6,919 1.3 % 9.92 724 2.2 % 96.4 % 5 New Mexico 6,035 1.2 % 15.27 404 1.2 % 97.9 % 3 Oregon 5,084 1.0 % 16.83 316 0.9 % 95.6 % 4 Kansas 4,844 0.9 % 12.96 374 1.1 % 100.0 % 3 New Jersey 4,352 0.8 % 25.68 169 0.5 % 100.0 % 1 Washington 3,480 0.7 % 20.13 173 0.5 % 100.0 % 2 Missouri 2,902 0.6 % 13.16 246 0.7 % 89.7 % 3 Iowa 2,851 0.6 % 8.19 360 1.1 % 96.8 % 3 New York 1,827 0.4 % 11.80 163 0.5 % 94.7 % 1 Utah 461 0.1 % 31.70 15 — % 100.0 % 1 Total $ 515,463 100.0 % $ 15.69 33,649 100.0 % 97.7 % 316 (1) We calculate ABR as monthly contractual base rent as of December 31, 2024 multiplied by twelve months.
Biggest changeFor additional portfolio information, refer to “Schedule III - Real Estate Assets and Accumulated Depreciation” (dollars and square feet in thousands): State ABR (1) % ABR ABR/Leased Square Foot GLA (2) % GLA % Leased Number of Properties Florida $ 67,439 12.3 % $ 16.41 4,221 12.4 % 97.4 % 55 California 57,786 10.5 % 23.65 2,508 7.4 % 97.4 % 27 Texas 51,684 9.4 % 21.05 2,526 7.4 % 97.2 % 22 Georgia 46,857 8.6 % 14.78 3,247 9.5 % 97.6 % 33 Ohio 35,081 6.4 % 12.79 2,852 8.4 % 96.2 % 21 Illinois 32,311 5.9 % 17.12 1,934 5.7 % 97.6 % 17 Colorado 31,019 5.6 % 19.78 1,600 4.7 % 98.0 % 15 Virginia 24,462 4.5 % 18.07 1,420 4.2 % 95.4 % 14 Minnesota 22,877 4.2 % 17.82 1,307 3.8 % 98.2 % 13 Massachusetts 18,203 3.3 % 16.18 1,151 3.4 % 97.8 % 9 Nevada 16,037 2.9 % 24.48 663 1.9 % 98.8 % 5 Pennsylvania 13,040 2.4 % 13.09 1,000 2.9 % 99.6 % 6 South Carolina 12,901 2.4 % 12.94 1,010 3.0 % 98.7 % 10 Arizona 11,949 2.2 % 16.14 750 2.2 % 98.8 % 7 Maryland 11,857 2.2 % 22.61 541 1.6 % 97.0 % 5 North Carolina 10,435 1.9 % 14.65 722 2.1 % 98.6 % 12 Wisconsin 10,230 1.9 % 12.81 807 2.4 % 98.9 % 7 Tennessee 8,804 1.6 % 11.25 802 2.4 % 97.6 % 5 Connecticut 8,736 1.6 % 17.38 515 1.5 % 97.5 % 5 Washington 8,030 1.5 % 22.85 380 1.1 % 92.4 % 4 Indiana 7,654 1.4 % 9.67 832 2.5 % 95.2 % 5 Kentucky 7,208 1.3 % 11.82 616 1.8 % 99.0 % 4 Michigan 6,617 1.2 % 9.86 724 2.1 % 92.7 % 5 Oregon 5,303 1.0 % 17.41 315 0.9 % 96.8 % 4 Kansas 5,080 0.9 % 13.57 374 1.1 % 100.0 % 3 New Jersey 4,393 0.8 % 25.92 169 0.5 % 100.0 % 1 New Mexico 3,393 0.6 % 13.72 255 0.7 % 97.0 % 2 Missouri 2,957 0.5 % 13.47 246 0.7 % 89.3 % 3 Iowa 2,889 0.5 % 8.29 360 1.1 % 96.9 % 3 New York 1,951 0.4 % 12.61 163 0.5 % 94.7 % 1 Utah 461 0.1 % 31.70 15 0.1 % 100.0 % 1 Total $ 547,644 100.0 % $ 16.54 34,025 100.0 % 97.3 % 324 (1) We calculate ABR as monthly contractual base rent as of December 31, 2025 multiplied by twelve months.
LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our over 3,000 Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after December 31, 2024 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.
LEASE EXPIRATIONS —The following chart shows the aggregate scheduled lease expirations for our over 3,500 Neighbors, excluding our Neighbors who are occupying space on a temporary basis, after December 31, 2025 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.
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 December 31, 2024: The following charts present the composition of our portfolio by Neighbor industry as of December 31, 2024: PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 25 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).
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 December 31, 2025: The following charts present the composition of our portfolio by Neighbor industry as of December 31, 2025: PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 24 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 69% 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.
We estimate that approximately 70% 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.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 24 For our wholly-owned properties and those owned through our unconsolidated joint ventures, during the 2025 fiscal year, we have a total of 643 leases expiring, representing 2.9 million square feet of GLA.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 23 For our wholly-owned properties and those owned through our unconsolidated joint ventures, during the 2026 fiscal year, we have a total of 735 leases expiring, representing 2.7 million square feet of GLA.
Further, during the 2024 fiscal year, our occupancy improved 30 basis points to 97.7%, indicating continued demand for leasing spaces at our centers. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview - Leasing Activity” of this filing on Form 10-K for further discussion of leasing activity.
Further, during the 2025 fiscal year, our occupancy remained above 97%, indicating continued demand for leasing spaces at our centers. See “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview - Leasing Activity” of this filing on Form 10-K for further discussion of leasing activity.
While we cannot predict what rental rates we will achieve in 2025 as we renew or replace these expiring leases, the comparable rent spread of new leases signed during 2024 was 35.7%, and the comparable rent spread for lease renewals executed in 2024 was 19.4%.
While we cannot predict what rental rates we will achieve in 2026 as we renew or replace these expiring leases, the comparable rent spread of new leases signed during 2025 was 30.9%, and the comparable rent spread for lease renewals executed in 2025 was 20.7%.
For our wholly-owned properties, during the 2025 fiscal year, we have 594 leases expiring, representing 2.8 million square feet of GLA. For our wholly-owned properties, the expiring leases have an ABR of $14.72 per square foot.
For our wholly-owned properties, during the 2026 fiscal year, we have 668 leases expiring, representing 2.7 million square feet of GLA. For our wholly-owned properties, the expiring leases have an ABR of $18.20 per square foot.
PROPERTIES REAL ESTATE INVESTMENTS —The following table details information for our wholly-owned properties and those owned through our unconsolidated joint ventures as of December 31, 2024, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands): Ownership Percentage Number of Properties ABR GLA Wholly-owned properties 100% 294 $ 509,998 33,300 GRP I 14% 20 32,723 2,213 NRV 20% 1 2,796 121 NGCF 31% 1 1,042 49 The following table presents information regarding the geographic location of our properties, including wholly-owned and the prorated portion of those owned through our unconsolidated joint ventures, by ABR as of December 31, 2024.
PROPERTIES REAL ESTATE INVESTMENTS —The following table details information for our wholly-owned properties and those owned through our unconsolidated joint ventures as of December 31, 2025, which is the basis for determining the prorated information included in the subsequent tables (dollars and square feet in thousands): Ownership Percentage Number of Properties ABR GLA Wholly-owned properties 100% 297 $ 539,129 33,495 GRP I 14% 20 33,528 2,221 NRV 20% 4 12,435 744 NGCF 31% 3 4,273 225 The following table presents information regarding the geographic location of our properties, including wholly-owned and the prorated portion of those owned through our unconsolidated joint ventures, by ABR as of December 31, 2025.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 23 TOP TEN CITIES —The following table presents the top ten city markets by ABR of our wholly-owned properties as of December 31, 2024 (dollars in thousands): City ABR (1) % ABR Atlanta $ 37,741 7.4 % Chicago 27,996 5.5 % Dallas 25,337 5.0 % Sacramento 22,443 4.4 % Minneapolis 21,158 4.2 % Houston 21,109 4.1 % Denver 20,425 4.0 % Washington, D.C. 15,062 3.0 % Las Vegas 14,558 2.9 % Tampa 14,358 2.8 % Total $ 220,187 43.3 % (1) We calculate ABR as monthly contractual base rent as of December 31, 2024 multiplied by twelve months.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 22 TOP TEN CITIES —The following table presents the top ten city markets by ABR of our wholly-owned properties as of December 31, 2025 (dollars in thousands): City ABR (1) % ABR Atlanta $ 39,644 7.4 % Chicago 29,342 5.4 % Dallas 26,074 4.8 % Sacramento 23,187 4.3 % Denver 22,414 4.2 % Houston 22,025 4.1 % Minneapolis 21,786 4.0 % Las Vegas 16,037 3.0 % Washington D.C. 15,631 2.9 % Tampa 14,808 2.7 % Total $ 230,948 42.8 % (1) We calculate ABR as monthly contractual base rent as of December 31, 2025 multiplied by twelve months.
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 December 31, 2024 (dollars and square feet in thousands): Neighbor (1) ABR % of ABR Leased Square Feet % of Leased Square Feet Number of Locations (2) Kroger $ 29,112 5.7 % 3,546 10.8 % 64 Publix 26,623 5.2 % 2,520 7.7 % 61 Albertsons 19,734 3.8 % 1,780 5.4 % 32 Ahold Delhaize 17,905 3.5 % 1,249 3.8 % 23 Walmart 8,823 1.7 % 1,770 5.4 % 13 Giant Eagle 7,390 1.4 % 759 2.3 % 10 TJX Companies 7,147 1.4 % 597 1.8 % 20 Sprouts Farmers Market 6,732 1.2 % 421 1.3 % 14 Raley's 4,607 0.9 % 288 0.9 % 5 Dollar Tree 4,552 0.8 % 424 1.3 % 42 Starbucks Corporation 3,528 0.7 % 73 0.2 % 38 Big Y 3,487 0.7 % 167 0.5 % 3 UNFI (SuperValu) 3,476 0.7 % 336 1.0 % 5 Trader Joe's 2,798 0.5 % 122 0.4 % 9 Subway Group 2,785 0.5 % 96 0.3 % 65 Planet Fitness 2,766 0.5 % 214 0.7 % 10 Pet Supplies Plus 2,688 0.5 % 169 0.5 % 22 United Parcel Service 2,585 0.5 % 88 0.3 % 71 H&R Block, Inc. 2,532 0.5 % 98 0.3 % 58 Great Clips, Inc. 2,519 0.5 % 86 0.3 % 75 Total $ 161,789 31.2 % 14,803 45.2 % 640 (1) Neighbors are grouped by parent company and may represent multiple subsidiaries and banners.
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 December 31, 2025 (dollars and square feet in thousands): Neighbor (1) ABR % of ABR Leased Square Feet % of Leased Square Feet Number of Locations (2) Kroger $ 28,327 5.2 % 3,467 10.5 % 63 Publix 27,013 4.9 % 2,482 7.5 % 62 Albertsons 19,496 3.6 % 1,729 5.2 % 31 Ahold Delhaize 18,138 3.3 % 1,249 3.8 % 23 Walmart 8,483 1.6 % 1,733 5.2 % 12 Giant Eagle 7,419 1.4 % 759 2.3 % 10 TJX Companies 7,166 1.3 % 584 1.8 % 21 Sprouts Farmers Market 6,205 1.1 % 389 1.2 % 13 Raley's 4,708 0.9 % 288 0.9 % 5 Dollar Tree 4,480 0.8 % 399 1.2 % 39 Planet Fitness, Inc. 3,894 0.7 % 315 1.0 % 16 Starbucks Corporation 3,890 0.7 % 82 0.2 % 42 UNFI (SuperValu) 3,500 0.6 % 336 1.0 % 5 Big Y 3,487 0.6 % 167 0.5 % 3 United Parcel Service 3,118 0.6 % 104 0.3 % 83 Subway Group 3,091 0.6 % 100 0.3 % 69 Pet Supplies Plus 3,010 0.6 % 185 0.6 % 24 Great Clips, Inc. 2,879 0.5 % 95 0.3 % 84 Trader Joe's 2,860 0.5 % 122 0.4 % 9 Lowe's 2,748 0.5 % 369 1.1 % 4 Total $ 163,912 30.0 % 14,954 45.3 % 618 (1) Neighbors are grouped by parent company and may represent multiple subsidiaries and banners.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS 26 ITEM 4 . MINE SAFETY DISCLOSURES 26 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 27 ITEM 6. [RESERVED] 28 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 44
Biggest changeITEM 3. LEGAL PROCEEDINGS 25 ITEM 4 . MINE SAFETY DISCLOSURES 25 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES 26 ITEM 6. [RESERVED] 27 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 28 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 43

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn 2023, we declared and paid monthly distributions of $0.0933 per common share and OP unit, or $1.12 annualized, for each month beginning January 2023 through August 2023. We declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, an increase of 4.5%, for each month beginning September 2023 through December 2023.
Biggest changeWe declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning September 2024 through December 2024.
UNREGISTERED SALE OF SECURITIES —During the year ended December 31, 2024, we issued an aggregate of approximately 1,053,000 shares of common stock in redemption of approximately 1,053,000 OP units. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
UNREGISTERED SALE OF SECURITIES —During the year ended December 31, 2025, we issued an aggregate of approximately 579,000 shares of common stock in redemption of approximately 579,000 OP units. These shares of common stock were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION —Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “PECO.” As of February 3, 2025, we had approximately 125.2 million shares of common stock outstanding, held by approximately 7,000 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION —Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the ticker symbol “PECO.” As of February 2, 2026, we had approximately 125.8 million shares of common stock outstanding, held by approximately 6,000 stockholders of record.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 27 The table below summarizes repurchases of our common stock made during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands) October 1, 2024 - October 31, 2024 — $— — $250,000 November 1, 2024 - November 30, 2024 — — — 250,000 December 1, 2024 to December 31, 2024 (1) 1,571 37.88 — 250,000 (1) Represents common shares surrendered to us to satisfy statutory minimum tax withholding obligations associated with the vesting of restricted stock awards under our equity-based compensation plan.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 26 The table below summarizes repurchases of our common stock made during the three months ended December 31, 2025: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Plan or Program Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan or Program (in thousands) October 1, 2025 - October 31, 2025 — $ — — $ 250,000 November 1, 2025 - November 30, 2025 — — — 250,000 December 1, 2025 to December 31, 2025 (1) 2,072 35.55 — 250,000 (1) Represents common shares surrendered to us to satisfy statutory minimum tax withholding obligations associated with the vesting of restricted stock awards under our equity-based compensation plan.
The tax characterization of our distributions declared for the years ended December 31, 2024 and 2023 was as follows: 2024 2023 Common stock: Ordinary dividends 77.4 % 75.9 % Non-dividend distributions 22.6 % 24.0 % Capital gain distributions (1) — % 0.1 % Total distributions per share of common stock 100.0 % 100.0 % (1) Pursuant to U.S.
The tax characterization of our distributions declared for the years ended December 31, 2025 and 2024 was as follows: 2025 2024 Common stock: Ordinary dividends 82.0 % 77.4 % Non-dividend distributions 18.0 % 22.6 % Capital gain distributions (1) — % — % Total distributions per share of common stock 100.0 % 100.0 % (1) Pursuant to U.S.
We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock. SHARE REPURCHASE PROGRAM —In August 2022, our Board approved a share repurchase program of up to $250 million of common stock.
We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partners who received the shares of common stock. SHARE REPURCHASES —We have a Board approved share repurchase program of up to $250 million of common stock.
Ticker / Index 7/15/2021 12/31/2021 12/31/2022 12/31/2023 6/30/2024 12/31/2024 PECO $ 100 $ 120 $ 120 $ 142 $ 130 $ 151 S&P 500 100 110 90 114 131 142 FTSE Nareit All Equity REITs 100 113 85 97 97 106 FTSE Nareit Equity Shopping Centers 100 114 100 112 109 131
Ticker / Index 7/15/2021 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 PECO $ 100 $ 120 $ 120 $ 142 $ 151 $ 149 S&P 500 100 110 90 114 142 168 FTSE Nareit All Equity REITs 100 113 85 97 106 109 FTSE Nareit Equity Shopping Centers 100 114 100 112 131 126
We declared and paid monthly distributions of $0.1025 per share, or $1.23 annualized, for each month beginning September 2024 through December 2024. The December 2024 and January 2025 distributions of $0.1025 per common share and OP unit were paid on January 3, 2025 and February 4, 2025, respectively.
We declared and paid monthly distributions of $0.1083 per common share and OP unit, or $1.30 annualized, for each month beginning September 2025 through December 2025. The December 2025 and January 2026 distributions of $0.1083 per common share and OP unit were paid on January 6, 2026 and February 3, 2026, respectively.
DISTRIBUTIONS —We elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with our taxable year ended December 31, 2010.
As of December 31, 2025, approximately $177 million of common stock remained available for issuance under the current ATM program. DISTRIBUTIONS —We elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes commencing with our taxable year ended December 31, 2010.
Added
AT-THE-MARKET OFFERING (“ATM”) —In February 2022, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, allowing up to $250 million in offerings.
Added
During the year ended December 31, 2024, prior to the entry into the new program described below, we issued approximately 46,000 shares of our common stock at a gross weighted average price of $37.05 per share under this ATM program for net proceeds of $1.7 million, after approximately $17,000 in commissions.
Added
In February 2024, we entered into a new sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, which replaced the previous agreement.
Added
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.
Added
During the three months and year ended December 31, 2025, we issued no shares of our common stock under this ATM program.
Added
During the three months and year ended December 31, 2024, we issued 1.9 million shares of our common stock at a gross weighted average price of $39.23 under this ATM program for net proceeds of $72.1 million, after approximately $0.7 million in commissions.
Added
In 2025, we declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning January 2025 through August 2025. In September 2025, our Board authorized a 5.7% increase of our monthly distribution rate to $0.1083 per common share and OP unit.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

84 edited+17 added−31 removed67 unchanged
Biggest changeInterest Expense, Net was comprised of the following (dollars in thousands): Year Ended December 31, 2024 2023 Interest on unsecured term loans and senior notes, net $ 63,808 $ 48,803 Interest on secured debt 17,413 18,614 Interest on revolving credit facility, net 6,354 8,785 Non-cash amortization and other 8,125 7,662 Loss on extinguishment or modification of debt and other, net (1) 1,290 368 Interest expense, net $ 96,990 $ 84,232 Weighted-average interest rate as of end of year 4.3 % 4.2 % Weighted-average term (in years) as of end of year 5.6 3.9 (1) Includes defeasance fees related to early repayments of debt Other Expense, Net: • Other Expense, Net was comprised of the following (in thousands): Year Ended December 31, 2024 2023 Transaction and acquisition expenses $ (4,993) $ (5,675) Impairment of investment in third parties (see Note 15) — (3,000) Federal, state, and local income tax expense (1,821) (438) Equity in net income of unconsolidated investments 86 372 Other income 996 1,429 Other expense, net $ (5,732) $ (7,312) SUMMARY OF OPERATING ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 For a discussion of the year-to-year comparisons in the results of operations for the years ended December 31, 2023 and 2022, see “ Part II, Item 7.
Biggest changeOther Expense, Net: • Other Expense, Net was comprised of the following (in thousands): Year Ended December 31, 2025 2024 Transaction and acquisition expenses $ (5,523) $ (4,993) Federal, state, and local income tax expense (1,307) (1,821) Equity in net (loss) income of unconsolidated investments (77) 86 Other income 2,577 996 Other expense, net $ (4,330) $ (5,732) SUMMARY OF OPERATING ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 For a discussion of the year-to-year comparisons in the results of operations for the years ended December 31, 2024 and 2023, see “ Part II, Item 7.
At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands. ATM —In February 2022, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, allowing up to $250 million in offerings.
At this time, we believe our current sources of liquidity are sufficient to meet our short- and long-term cash demands. ATM Program —In February 2022, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program, allowing up to $250 million in offerings.
(2) During the year ended December 31, 2024, we acquired an outparcel adjacent to a property that is owned by our unconsolidated joint venture, GRP I. Therefore, the outparcel is an addition to our total property count. (3) Total price of acquisitions includes closing costs less credits and assumed liabilities.
(2) During the year ended December 31, 2024, we acquired an outparcel adjacent to a property that is owned by our unconsolidated joint venture, GRP I. Therefore, the outparcel was an addition to our total property count. (3) Total price of acquisitions includes closing costs less credits and assumed liabilities.
The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the unsecured senior notes due 2031, 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.
The obligations of the Operating Partnership to pay principal, premiums, if any, and interest on the unsecured senior notes due 2031, 2032, 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.
In 2024, we declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, for each month beginning January 2024 through August 2024. In September 2024, the Board authorized a 5.1% increase of our monthly distribution rate to $0.1025 per common share and OP unit.
In 2024, we declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, for each month beginning January 2024 through August 2024. In September 2024, our Board authorized a 5.1% increase of our monthly distribution rate to $0.1025 per common share and OP unit.
Our unsecured senior notes due 2031, 2034, and 2035 are also subject to customary financial covenants, including a leverage ratio of 65% or less, and require the fixed-charge ratio to be 150% or greater.
Our unsecured senior notes due 2031, 2032, 2034, and 2035 are also subject to customary financial covenants, including a leverage ratio of 65% or less, and require the fixed-charge ratio to be 150% or greater.
We anticipate that obligations related to capital improvements, as well as redevelopment and development, in 2025 can be met with cash flows from operations, cash flows from dispositions, or borrowings on our unsecured revolving credit facility. Generally, we expect our development and redevelopment projects to stabilize within 24 months.
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. Generally, we expect our development and redevelopment projects to stabilize within 24 months.
LIQUIDITY AND CAPITAL RESOURCES GENERAL —Aside from standard operating expenses, we expect our principal cash demands to be for: • investments in real estate; • cash distributions to stockholders; • redevelopment and repositioning projects; • capital expenditures and leasing costs; and • principal and interest payments on our outstanding indebtedness.
LIQUIDITY AND CAPITAL RESOURCES GENERAL —Aside from standard operating expenses, we expect our principal cash demands to be for: • investments in real estate; • cash distributions to stockholders; • redevelopment and development projects; • capital expenditures and leasing costs; and • principal and interest payments on our outstanding indebtedness.
See “Non-GAAP Measures” below for further discussion on the following metrics. • Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (“Adjusted EBITDA re ”)—To arrive at Adjusted EBITDA re , we adjust EBITDA re , as defined below, to exclude certain recurring and non-recurring items including, but not limited to: (i) changes in the fair value of the earn-out liability; (ii) other impairment charges; (iii) amortization of basis differences in our investments in our unconsolidated joint ventures; (iv) transaction and acquisition expenses; and (v) realized performance income.
See “Non-GAAP Measures” below for further discussion on the following metrics. • Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (“Adjusted EBITDA re ”)—To arrive at Adjusted EBITDA re , we adjust EBITDA re , as defined below, to exclude certain recurring and non-recurring items including, but not limited to: (i) changes in the fair value of the earn-out liability; (ii) other impairment charges; (iii) adjustments related to our investments in unconsolidated joint ventures; (iv) transaction and acquisition expenses; and (v) realized performance income.
The offering resulted in gross proceeds of $344.6 million, which were used to pay down $90 million of our revolving credit facility and $140 million of our $240 million term loan that is set to mature in July 2026.
The offering resulted in gross proceeds of $344.6 million, which were used to pay down $90 million of our revolving credit facility and $140 million of our $240 million term loan that was set to mature in July 2026.
As of December 31, 2024, we were in compliance with the restrictive covenants of our outstanding debt obligations, and we expect to continue to meet the requirements of these covenants over the next twelve months.
As of December 31, 2025, we were in compliance with the restrictive covenants of our outstanding debt obligations, and we expect to continue to meet the requirements of these covenants over the next twelve months.
We use EBITDA re and Adjusted EBITDA re as additional measures of operating performance which allow us to compare earnings independent of capital structure and evaluate debt leverage and fixed cost coverage. • Core Funds From Operations Attributable to Stockholders and OP Unit Holders (“Core FFO”)—To arrive at Core FFO, we adjust Nareit FFO, as defined below, to exclude certain recurring and non-recurring items including, but not limited to: (i) depreciation and amortization of corporate assets; (ii) changes in the fair value of the earn-out liability; (iii) amortization of unconsolidated joint venture basis differences; (iv) gains or losses on the extinguishment or modification of debt and other; (v) other impairment charges; (vi) transaction and acquisition expenses; and (vii) realized performance income.
We use EBITDA re and Adjusted EBITDA re as additional measures of operating performance which allow us to compare earnings independent of capital structure and evaluate debt leverage and fixed cost coverage. • Core Funds From Operations Attributable to Stockholders and OP Unit Holders (“Core FFO”)—To arrive at Core FFO, we adjust Nareit FFO, as defined below, to exclude certain recurring and non-recurring items including, but not limited to: (i) depreciation and amortization of corporate assets; (ii) changes in the fair value of the earn-out liability; (iii) adjustments related to our investments in unconsolidated joint ventures; (iv) gains or losses on the extinguishment or modification of debt and other; (v) other impairment charges; (vi) transaction and acquisition expenses; and (vii) realized performance income.
Our underwritten incremental unlevered yields on development and redevelopment projects are expected to range between 9%-12%. Our current in process projects represent an estimated total investment of $41.3 million. Actual incremental unlevered yields may vary from our underwritten incremental unlevered yield range based on the actual total cost to complete a project and its actual incremental annual NOI at stabilization.
Our underwritten incremental unlevered yields on development and redevelopment projects are expected to range between 9%-12%. Our current in process projects represent an estimated total investment of $69.5 million. Actual incremental unlevered yields may vary from our underwritten incremental unlevered yield range based on the actual total cost to complete a project and its actual incremental annual NOI at stabilization.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 29 • Recovery rate—This metric is calculated by dividing (i) total recovery income by (ii) total recoverable expenses during the period. A high recovery rate is an indicator of our ability to recover certain property operating expenses and capital costs from our Neighbors.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 28 • Recovery rate—This metric is calculated by dividing (i) total recovery income by (ii) total recoverable expenses during the period. A high recovery rate is an indicator of our ability to recover certain property operating expenses and capital costs from our Neighbors.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 40 OTHER CONTRACTUAL COMMITMENTS AND CONTINGENCIES AND OFF BALANCE SHEET ARRANGEMENTS —We enter into leases as a lessee as part of our real estate operations in the form of ground leases of land for certain properties, and as part of our corporate operations in the form of office space and office equipment leases.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 39 OTHER CONTRACTUAL COMMITMENTS AND CONTINGENCIES AND OFF BALANCE SHEET ARRANGEMENTS —We enter into leases as a lessee as part of our real estate operations in the form of ground leases of land for certain properties, and as part of our corporate operations in the form of office space and office equipment leases.
We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders. SHARE REPURCHASE PROGRAM —In August 2022, our Board approved a share repurchase program of up to $250 million of common stock.
We have not established a minimum distribution level, and our charter does not require that we make distributions to our stockholders. SHARE REPURCHASE PROGRAM —We have a Board approved share repurchase program of up to $250 million of common stock.
As of December 31, 2024, approximately $177 million of common stock remained available for issuance under the current ATM program.
As of December 31, 2025, approximately $177 million of common stock remained available for issuance under the current ATM program.
As of December 31, 2024, our debt maturity profile with the respective principal payment obligations was as follows (including the impact of derivatives on weighted-average interest rates and excluding all extension options) (1) : (1) As of December 31, 2024, our outstanding debt had a weighted-average maturity of 5.8 years including all extension options.
As of December 31, 2025, our debt maturity profile with the respective principal payment obligations was as follows (including the impact of derivatives on weighted-average interest rates and excluding all extension options) (1) : (1) As of December 31, 2025, our outstanding debt had a weighted-average maturity of 5.3 years including all extension options.
FINANCIAL HIGHLIGHTS —Owning, operating, and managing well-occupied omni-channel grocery-anchored real estate is the core part of our business strategy, and as of December 31, 2024, 95.7% of our ABR was derived from omni-channel grocery-anchored shopping centers.
FINANCIAL HIGHLIGHTS —Owning, operating, and managing well-occupied omni-channel grocery-anchored real estate is the core part of our business strategy, and as of December 31, 2025, 95.0% of our ABR was derived from omni-channel grocery-anchored shopping centers.
The average annual maturities of our outstanding debt over the next four years as of December 31, 2024 was approximately $221 million. Debt Obligation Guarantees —At December 31, 2024, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2034, and 2035, all issued under effective registration statements.
The average annual maturities of our outstanding debt over the next four years as of December 31, 2025 was approximately $199 million. Debt Obligation Guarantees —At December 31, 2025, the Operating Partnership had issued and outstanding its unsecured senior notes due 2031, 2032, 2034, and 2035, all issued under effective registration statements.
Neighbors who represent approximately 2% of our ABR were on our watchlist for review for collectibility as of December 31, 2024. However, not all of our watchlist Neighbors had an open receivable balance with us at December 31, 2024.
Neighbors who represent approximately 1% of our ABR were on our watchlist for review for collectibility as of December 31, 2025. However, not all of our watchlist Neighbors had an open receivable balance with us at December 31, 2025.
Currently, neither our operating leases nor our finance leases have residual value guarantees or other restrictions or covenants. We expect to fund these obligations through existing financing or cash flows from operations. As of December 31, 2024, our future contractual obligations as a lessee included operating lease obligations of $0.4 million during 2025, and $6.9 million thereafter.
Currently, neither our operating leases nor our finance leases have residual value guarantees or other restrictions or covenants. We expect to fund these obligations through existing financing or cash flows from operations. As of December 31, 2025, our future contractual obligations as a lessee included operating lease obligations of $0.5 million during 2026, and $7.0 million thereafter.
The amendment increases the aggregate borrowing capacity of the facility to $1 billion and extends the maturity date to January 2029, with options to extend the maturity for two additional six-month periods.
The amendment increased the aggregate borrowing capacity of the facility to $1 billion and extended the maturity date to January 2029, with options to extend the maturity for two additional six-month periods.
Our Neighbors are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services. As of December 31, 2024, we owned equity interests in 316 shopping centers, including 294 wholly-owned shopping centers and 22 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 35.7 million square feet in 31 states.
Our Neighbors are a mix of national, regional, and local retailers that primarily provide necessity-based goods and services. As of December 31, 2025, we owned equity interests in 324 shopping centers, including 297 wholly-owned shopping centers and 27 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.7 million square feet in 31 states.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our 2023 Annual Report on Form 10-K, filed with the SEC on February 12, 2024. NON-GAAP MEASURES See “Key Performance Indicators and Defined Terms” above for additional information related to the following non-GAAP measures.
Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of our 2024 Annual Report on Form 10-K, filed with the SEC on February 11, 2025. PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 34 NON-GAAP MEASURES See “Key Performance Indicators and Defined Terms” above for additional information related to the following non-GAAP measures.
We are currently targeting acquisitions of $350 million - $450 million annually, inclusive of our investments in our unconsolidated joint ventures.
We are currently targeting acquisitions of $400 million - $500 million annually, inclusive of our investments in our unconsolidated joint ventures.
The increase in property operations was primarily due to a $15.9 million, or 3.8%, improvement in Same-Center NOI as compared to 2023, and the execution of our acquisition strategy.
The increase from property operations was primarily due to a $16.6 million, or 3.8%, improvement in Same-Center NOI as compared to 2024, and the execution of our acquisition strategy.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 31 Differentiated and Focused Strategy —We actively monitor the commercial real estate sector for shopping centers that meet our investment objectives. Our access to equity and debt capital allows us, in part, to grow our portfolio of assets.
Differentiated and Focused Strategy —We actively monitor the commercial real estate sector for shopping centers that meet our investment objectives. Our access to equity and debt capital allows us, in part, to grow our portfolio of assets.
Our related debt maturities at December 31, 2024 including extension options were as follows: 2025 - $37.6 million; 2026 - $101.9 million; 2027 - $563.6 million; 2028 - $179.1 million; 2029 - $0.8 million; 2030 - $200.8 million; 2031 - $353.4 million; and 2032+ - $700.0 million.
Our related debt maturities at December 31, 2025 including extension options were as follows: 2026 - $1.9 million; 2027 - $523.6 million; 2028 - $179.1 million; 2029 - $0.8 million; 2030 - $292.8 million; 2031 - $353.4 million; 2032 - $350.0 million; and 2034+ - $700.0 million.
Future Debt Obligations —As of December 31, 2024, including the impact of our swap agreements, our future contractual debt obligations were $129.3 million of debt principal and interest payments during 2025, and $2.5 billion of debt principal and interest payments thereafter (see Note 8).
Future Debt Obligations —As of December 31, 2025, including the impact of our swap agreements, our future contractual debt obligations were $263.4 million of debt principal and interest payments during 2026, and $2.7 billion of debt principal and interest payments thereafter (see Note 8).
NOI provides insight about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss). • Same-Center—We use this term to refer to a property, or portfolio of properties, that have been owned and operational for the entirety of the last two reporting periods (i.e., since January 1, 2023). • Total Enterprise Value—We calculate total enterprise value as our net debt plus our equity market capitalization on a fully diluted basis.
NOI provides insight about our financial and operating performance because it provides a performance measure of the revenues and expenses directly involved in owning and operating real estate assets and provides a perspective not immediately apparent from net income (loss). • Same-Center—We use this term to refer to a property, or portfolio of properties, owned for the entirety of both calendar year periods being compared. • Total Enterprise Value—We calculate total enterprise value as our net debt plus our equity market capitalization on a fully diluted basis.
We declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning September 2024 through December 2024. The December 2024 and January 2025 distributions of $0.1025 per common share and OP unit were paid on January 3, 2025 and February 4, 2025, respectively.
We declared and paid monthly distributions of $0.1083 per common share and OP unit, or $1.30 annualized, for each month beginning September 2025 through December 2025. The December 2025 and January 2026 distributions of $0.1083 per common share and OP unit were paid January 6, 2026 and February 3, 2026, respectively.
(2) Includes operating revenues and expenses from non-same-center properties, which includes properties acquired or sold, and corporate activities. PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 37 NAREIT FFO AND CORE FFO —Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance.
(2) Includes operating revenues and expenses from non-same-center properties, which includes properties acquired or sold, and corporate activities. NAREIT FFO AND CORE FFO —Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance.
INVESTING ACTIVITIES —Our net cash used in investing activities was primarily impacted by the following: • Real estate acquisitions — During the year ended December 31, 2024, our acquisitions resulted in a total cash outlay of $296.3 million, as compared to a total cash outlay of $270.3 million during the same period in 2023. • Investment in unconsolidated joint ventures — During the year ended December 31, 2024, we invested $8.4 million in our new investments in NRV and Neighborhood Grocery Catalyst Fund LLC (“NGCF”). • Capital expenditures — We invest capital into leasing our properties and maintaining or improving the condition of our properties.
INVESTING ACTIVITIES —Our net cash used in investing activities was primarily impacted by the following: • Real estate acquisitions — During the year ended December 31, 2025, our acquisitions resulted in a total cash outlay of $360.2 million, as compared to a total cash outlay of $296.3 million during the same period in 2024. • Investment in unconsolidated joint ventures — During the year ended December 31, 2025, we invested $13.7 million in our unconsolidated joint ventures, as compared to $8.4 million during the same period in 2024. • Capital expenditures — We invest capital into leasing and developing our properties and maintaining or improving the condition of our properties.
(2) Amounts reported are net of insurance proceeds of $3.2 million and $2.6 million for property damage claims for the years ended December 31, 2024 and 2023, respectively. We expect our capital expenditures to reach $110 million - $120 million in 2025, which includes $45 million - $55 million related to development and redevelopment projects.
(2) Amounts reported are net of insurance proceeds of $2.4 million and $3.2 million for property damage claims for the years ended December 31, 2025 and 2024, respectively. We expect our capital expenditures to reach $140 million - $160 million in 2026, which includes $70 million - $90 million related to development and redevelopment projects.
Our financial performance highlights during 2024 are as follows: • Net income of $69.7 million, an increase of $5.9 million from a year ago, primarily due to strong operating performance attributable to our same-center portfolio and the impact of our 2024 acquisition activity. • Core FFO per diluted share improved by $0.09 to $2.43, primarily due to our strong operating performance. • Same-Center NOI improved 3.8% to $430.4 million. • Acquired $294.0 million in wholly-owned assets and $11.6 million in unconsolidated joint venture assets, executing our external growth strategy. • Declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, for each month beginning January 2024 through August 2024, and increased monthly distributions to $0.1025 per common share and OP unit, or $1.23 annualized, for the remainder of 2024.
Our financial performance highlights during 2025 are as follows: • Net income of $123.0 million, an increase of $53.3 million from a year ago, primarily due to gains on the disposal of our properties, strong operating performance attributable to our same-center portfolio, and the impact of our 2025 acquisition activity. • Nareit FFO per diluted share increased by $0.17 to $2.54 and Core FFO per diluted share improved by $0.17 to $2.60, primarily due to our strong operating performance. • Same-Center NOI improved 3.8% to $454.7 million. • Acquired $356.9 million in wholly-owned assets and $38.6 million in unconsolidated joint venture assets at our prorata share for a total of $395.5 million in acquisition activity for the year, executing our external growth strategy. • Declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning January 2025 through August 2025, and increased monthly distributions to $0.1083 per common share and OP unit, or $1.30 annualized, for the remainder of 2025.
PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of December 31, 2024 and 2023 (dollars and square feet in thousands): 2024 2023 Number of properties 294 281 Number of states 31 31 Total square feet 33,300 32,153 ABR $ 509,998 $ 470,819 % ABR from omni-channel grocery-anchored shopping centers 95.7 % 97.2 % Leased occupancy %: Total portfolio spaces 97.7 % 97.4 % Anchor spaces 99.1 % 98.9 % Inline spaces 95.0 % 94.7 % Average remaining lease term (in years) (1) 4.4 4.4 (1) The average remaining lease term in years excludes future options to extend the term of the lease.
PORTFOLIO AND LEASING STATISTICS —Below are statistical highlights of our wholly-owned portfolio as of December 31, 2025 and 2024 (dollars and square feet in thousands): 2025 2024 Number of properties 297 294 Number of states 31 31 Total square feet 33,495 33,300 ABR $ 539,129 $ 509,998 % ABR from omni-channel grocery-anchored shopping centers 95.0 % 95.7 % % ABR from necessity-based goods and services 69.8 % 69.4 % Leased occupancy %: Total portfolio spaces 97.3 % 97.7 % Anchor spaces 98.7 % 99.1 % Inline spaces 95.1 % 95.0 % Average remaining lease term (in years) (1) 4.5 4.4 (1) The average remaining lease term in years excludes future options to extend the term of the lease.
In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to our unconsolidated joint ventures and one private fund (collectively, the “Managed Funds”).
In addition to managing our shopping centers, our third-party investment management business PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 29 provides comprehensive real estate management services to our unconsolidated joint ventures and one private fund (collectively, the “Managed Funds”).
The following table highlights our wholly-owned property acquisitions during the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Number of properties acquired 12 11 Number of outparcels acquired (1)(2) 4 3 Contract price $ 294,002 $ 278,480 Total price of acquisitions (3) 296,268 270,262 (1) Outparcels acquired are adjacent to shopping centers that we own.
The following table highlights our wholly-owned property acquisitions during the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Number of properties acquired 13 12 Number of outparcels and land for future development acquired (1)(2) 4 4 Contract price $ 356,924 $ 294,002 Total price of acquisitions (3) 360,211 296,268 (1) Outparcels acquired are adjacent to shopping centers that we own.
The following table highlights our property dispositions during the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Number of properties sold — 1 Number of outparcels sold — 2 Contract price $ — $ 6,250 (Payments) proceeds from sale of real estate, net (1)(2)(3) (17) 7,208 (Loss) gain on disposal of property, net (2)(3) (30) 1,110 (1) Total proceeds from sale of real estate, net includes closing costs less credits.
The following table highlights our property dispositions during the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Number of properties sold 9 — Number of outparcels sold 1 — Contract price $ 145,326 $ — Proceeds (payments) from sale of real estate, net (1)(2)(3) 121,655 (17) Gain (loss) on disposal of property, net (2) 38,790 (30) (1) Total proceeds from sale of real estate, net includes closing costs less credits and secured loans received.
Debt Activity —During the years ended December 31, 2024 and 2023, we took steps to appropriately ladder and extend our debt maturities and diversify debt sources available to us for future investment activity.
(2) Net of any outstanding balance and letters of credit. Debt Activity —During the years ended December 31, 2025 and 2024, we took steps to appropriately ladder and extend our debt maturities and diversify debt sources available to us for future investment activity.
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 December 31, 2024 and 2023 (in thousands): 2024 2023 Net debt: Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,166,326 $ 2,011,093 Less: Cash and cash equivalents 5,470 5,074 Total net debt $ 2,160,856 $ 2,006,019 Enterprise value: Net debt $ 2,160,856 $ 2,006,019 Total equity market capitalization (1)(2) 5,175,286 4,955,480 Total enterprise value $ 7,336,142 $ 6,961,499 (1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.2 million and 135.8 million diluted shares as of December 31, 2024 and 2023, respectively, and the closing market price per share of $37.46 and $36.48 as of December 31, 2024 and 2023, respectively.
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 December 31, 2025 and 2024 (in thousands): 2025 2024 Net debt: Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,456,933 $ 2,166,326 Less: Cash and cash equivalents 5,124 5,470 Total net debt $ 2,451,809 $ 2,160,856 Enterprise value: Net debt $ 2,451,809 $ 2,160,856 Total equity market capitalization (1)(2) 4,926,872 5,175,286 Total enterprise value $ 7,378,681 $ 7,336,142 (1) Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.5 million and 138.2 million diluted shares as of December 31, 2025 and 2024, respectively, and the closing market price per share of $35.57 and $37.46 as of December 31, 2025 and 2024, respectively.
Below are explanations of the significant fluctuations in the results of operations for the years ended December 31, 2024 and 2023: Rental Income increased $50.1 million as follows: • $19.4 million increase related to our same-center portfolio primarily as follows: ▪ $18.4 million increase primarily due to a $0.47 increase in average minimum rent PSF and a 0.1% improvement in average occupancy; and ▪ $4.1 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes, common area maintenance spending, and insurance costs as well as a 0.1% improvement in average occupancy; partially offset by ▪ $2.6 million decrease primarily due to the impact of straight-line rent adjustments. • $30.7 million increase primarily related to our net acquisition activity.
Below are explanations of the significant fluctuations in the results of operations for the years ended December 31, 2025 and 2024: Rental Income increased $61.6 million as follows: • $20.0 million increase related to our same-center portfolio primarily as follows: ▪ $14.6 million increase primarily due to a $0.48 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy; and ▪ $6.0 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes, common area maintenance spending, and insurance costs. • $41.6 million increase primarily related to our net acquisition activity.
DISTRIBUTIONS —We elected to be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2010. As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (excluding capital gains and computed without regard to the dividends paid deduction).
As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (excluding capital gains and computed without regard to the dividends paid deduction).
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 33 LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the years ended December 31, 2024 and 2023 (1) : Total Deals Inline Deals 2024 2023 2024 2023 New leases: Number of leases 345 348 316 334 Square footage (in thousands) 1,363 1,077 729 763 ABR (in thousands) $ 30,703 $ 23,416 $ 20,541 $ 19,813 ABR PSF $ 22.53 $ 21.75 $ 28.16 $ 25.98 Cost PSF of executing new leases $ 34.01 $ 33.04 $ 41.14 $ 37.22 Number of comparable leases 156 137 143 135 Comparable rent spread 35.7 % 25.2 % 31.4 % 24.8 % Weighted average lease term (in years) 9.4 8.6 7.9 7.2 Renewals and options: Number of leases 676 648 593 590 Square footage (in thousands) 4,631 3,642 1,313 1,360 ABR (in thousands) $ 71,602 $ 58,529 $ 36,561 $ 35,311 ABR PSF (all leases) $ 15.46 $ 16.07 $ 27.84 $ 25.96 ABR PSF prior to renewals (all leases) $ 13.94 $ 14.50 $ 23.87 $ 22.44 Percentage increase in ABR PSF (comparable leases only) 11.3 % 10.8 % 16.6 % 15.7 % Cost PSF of executing renewals and options $ 0.38 $ 0.52 $ 0.67 $ 0.91 Number of comparable leases (2) 504 485 483 470 Comparable rent spread (2) 19.4 % 16.2 % 19.6 % 17.7 % Weighted average lease term (in years) 5.4 5.0 4.4 4.3 Portfolio retention rate 89.0 % 93.9 % 83.0 % 84.9 % (1) PSF amounts may not recalculate exactly based on other amounts presented within the table due to rounding.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 31 LEASING ACTIVITY —Below is a summary of leasing activity for our wholly-owned properties for the years ended December 31, 2025 and 2024 (1) : Total Deals Inline Deals 2025 2024 2025 2024 New leases: Number of leases 362 345 341 316 Square footage (in thousands) 1,219 1,363 756 729 ABR (in thousands) $ 27,439 $ 30,703 $ 22,016 $ 20,541 ABR PSF $ 22.50 $ 22.53 $ 29.10 $ 28.16 Cost PSF of executing new leases $ 31.60 $ 34.01 $ 40.05 $ 41.14 Number of comparable leases 170 156 163 143 Comparable rent spread 30.9 % 35.7 % 26.9 % 31.4 % Weighted-average lease term (in years) 8.4 9.4 7.9 7.9 Renewals and options: Number of leases 664 676 586 593 Square footage (in thousands) 4,788 4,631 1,334 1,313 ABR (in thousands) $ 73,297 $ 71,602 $ 38,580 $ 36,561 ABR PSF (all leases) $ 15.31 $ 15.46 $ 28.92 $ 27.84 ABR PSF prior to renewals (all leases) $ 13.73 $ 13.94 $ 24.52 $ 23.87 Percentage increase in ABR PSF (comparable leases only) 11.2 % 11.3 % 17.5 % 16.6 % Cost PSF of executing renewals and options $ 0.34 $ 0.38 $ 0.63 $ 0.67 Number of comparable leases (2) 469 504 456 483 Comparable rent spread (2) 20.7 % 19.4 % 21.5 % 19.6 % Weighted-average lease term (in years) 5.2 5.4 4.4 4.4 Portfolio retention rate 92.9 % 89.0 % 81.9 % 83.0 % (1) PSF amounts may not recalculate exactly based on other amounts presented within the table due to rounding.
Below is a summary of our cash flow activity for the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 $ Change % Change Net cash provided by operating activities $ 334,710 $ 290,968 $ 43,742 15.0 % Net cash used in investing activities (392,944) (353,386) (39,558) (11.2) % Net cash provided by financing activities 58,005 53,947 4,058 (7.5) % OPERATING ACTIVITIES —Our net cash provided by operating activities was primarily impacted by the following: • Property operations and working capital — 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.
Below is a summary of our cash flow activity for the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 $ Change % Change Net cash provided by operating activities $ 348,149 $ 334,710 $ 13,439 4.0 % Net cash used in investing activities (392,290) (392,944) 654 0.2 % Net cash provided by financing activities 78,804 58,005 20,799 (35.9) % OPERATING ACTIVITIES —Our net cash provided by operating activities was primarily impacted by the following: • Property operations and working capital — 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.
FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of December 31, 2024 allow us access to future borrowings as needed in the near term.
As of December 31, 2025, our future interest rate swap recoverables were $0.6 million during 2026 and none thereafter. FINANCIAL LEVERAGE RATIOS —We believe our net debt to Adjusted EBITDA re , net debt to total enterprise value, and debt covenant compliance as of December 31, 2025 allow us access to future borrowings as needed in the near term.
We define our same-center portfolio as the 270 properties that were owned and operational prior to January 1, 2023. We define our non-same-center portfolio as those properties that were not fully owned and operational in both periods owing primarily to real estate asset activity occurring after December 31, 2022, which includes one property disposed of and 23 properties acquired.
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, 2023, which includes nine properties disposed of and 26 properties acquired.
The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Net debt to Adjusted EBITDA re - annualized: Net debt $ 2,160,856 $ 2,006,019 Adjusted EBITDA re - annualized (1) 430,584 396,103 Net debt to Adjusted EBITDA re - annualized 5.0x 5.1x Net debt to total enterprise value: Net debt $ 2,160,856 $ 2,006,019 Total enterprise value 7,336,142 6,961,499 Net debt to total enterprise value 29.5% 28.8% (1) Adjusted EBITDA re is based on a trailing twelve month period.
The following table presents our calculation of net debt to Adjusted EBITDA re and net debt to total enterprise value as of December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Net debt to Adjusted EBITDA re - annualized: Net debt $ 2,451,809 $ 2,160,856 Adjusted EBITDA re - annualized (1) 473,950 430,584 Net debt to Adjusted EBITDA re - annualized 5.2x 5.0x Net debt to total enterprise value: Net debt $ 2,451,809 $ 2,160,856 Total enterprise value 7,378,681 7,336,142 Net debt to total enterprise value 33.2% 29.5% (1) Adjusted EBITDA re is based on a trailing twelve month period.
As of December 31, 2024, we had $747.6 million of total liquidity, comprised of $8.6 million of cash, cash equivalents, and restricted cash, plus $738.9 million of borrowing capacity available on our $800 million revolving credit facility. On January 9, 2025, we amended our senior unsecured revolving credit facility.
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. In January 2025, we amended our senior unsecured revolving credit facility.
Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Capital expenditures for real estate: Capital improvements $ 21,793 $ 22,766 Tenant improvements 25,184 26,663 Redevelopment and development 39,079 38,206 Total capital expenditures for real estate 86,056 87,635 Corporate asset capital expenditures 813 963 Capitalized indirect costs (1) 4,977 4,103 Total capital spending activity (2) $ 91,846 $ 92,701 (1) Amount includes internal salaries and related benefits of personnel who work directly on capital projects as well as capitalized interest expense.
Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 Capital expenditures for real estate: Capital improvements $ 23,884 $ 21,793 Tenant improvements 27,074 25,184 Development and redevelopment 73,934 39,079 Total capital expenditures for real estate 124,892 86,056 Corporate asset capital expenditures 1,792 813 Capitalized indirect costs (1) 7,040 4,977 Total capital spending activity (2) $ 133,724 $ 91,846 (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.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 42 (3) We sold no properties during the year ended December 31, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.
(2) We sold no properties during the year ended December 31, 2024, but we recognized a minimal loss on disposal of property due to miscellaneous write-off activity and expenses related to previous and future potential dispositions. (3) During the year ended December 31, 2025, one of our property sales included a seller financing component.
The following table presents our calculation of Nareit FFO and Core FFO for the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share amounts): 2024 2023 2022 Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders Net income $ 69,696 $ 63,762 $ 54,529 Adjustments: Depreciation and amortization of real estate assets 251,250 234,260 232,571 Impairment of real estate assets — — 322 Loss (gain) on disposal of property, net 30 (1,110) (7,517) Adjustments related to unconsolidated joint ventures 2,795 2,636 842 Nareit FFO attributable to stockholders and OP unit holders $ 323,771 $ 299,548 $ 280,747 Calculation of Core FFO Attributable to Stockholders and OP Unit Holders Nareit FFO attributable to stockholders and OP unit holders $ 323,771 $ 299,548 $ 280,747 Adjustments: Depreciation and amortization of corporate assets 1,766 2,183 3,653 Change in fair value of earn-out liability — — 1,809 Impairment of investment in third parties — 3,000 — Transaction and acquisition expenses 4,993 5,675 10,551 Loss on extinguishment or modification of debt and other, net 1,290 368 1,025 Amortization of unconsolidated joint venture basis differences 13 17 220 Realized performance income (1) — (75) (2,742) Core FFO attributable to stockholders and OP unit holders $ 331,833 $ 310,716 $ 295,263 Nareit FFO/Core FFO Attributable to Stockholders and OP Unit Holders per diluted share Weighted-average shares of common stock outstanding - diluted 136,821 132,970 130,332 Nareit FFO attributable to stockholders and OP unit holders per share - diluted $ 2.37 $ 2.25 $ 2.15 Core FFO attributable to stockholders and OP unit holders per share - diluted $ 2.43 $ 2.34 $ 2.27 (1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 36 The following table presents our calculation of Nareit FFO and Core FFO for the years ended December 31, 2025, 2024, and 2023 (in thousands, except per share amounts): 2025 2024 2023 Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders Net income $ 122,968 $ 69,696 $ 63,762 Adjustments: Depreciation and amortization of real estate assets 264,834 251,250 234,260 (Gain) loss on disposal of property, net (38,790) 30 (1,110) Adjustments related to unconsolidated joint ventures 4,076 2,795 2,636 Nareit FFO attributable to stockholders and OP unit holders $ 353,088 $ 323,771 $ 299,548 Calculation of Core FFO Attributable to Stockholders and OP Unit Holders Nareit FFO attributable to stockholders and OP unit holders $ 353,088 $ 323,771 $ 299,548 Adjustments: Depreciation and amortization of corporate assets 1,540 1,766 2,183 Impairment of investment in third parties — — 3,000 Transaction and acquisition expenses 5,523 4,993 5,675 Loss on extinguishment or modification of debt and other, net 90 1,290 368 Adjustments related to unconsolidated joint ventures 469 13 17 Realized performance income (1) (30) — (75) Core FFO attributable to stockholders and OP unit holders $ 360,680 $ 331,833 $ 310,716 Nareit FFO/Core FFO Attributable to Stockholders and OP Unit Holders per diluted share Weighted-average shares of common stock outstanding - diluted 138,899 136,821 132,970 Nareit FFO attributable to stockholders and OP unit holders per share - diluted $ 2.54 $ 2.37 $ 2.25 Core FFO attributable to stockholders and OP unit holders per share - diluted $ 2.60 $ 2.43 $ 2.34 (1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture, which was dissolved in December 2025.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 38 The following table presents our calculation of EBITDA re and Adjusted EBITDA re for the years ended December 31, 2024, 2023, and 2022 (in thousands): 2024 2023 2022 Calculation of EBITDA re Net income $ 69,696 $ 63,762 $ 54,529 Adjustments: Depreciation and amortization 253,016 236,443 236,224 Interest expense, net 96,990 84,232 71,196 Loss (gain) on disposal of property, net 30 (1,110) (7,517) Impairment of real estate assets — — 322 Federal, state, and local tax expense 1,821 438 806 Adjustments related to unconsolidated joint ventures 4,025 3,721 1,987 EBITDA re $ 425,578 $ 387,486 $ 357,547 Calculation of Adjusted EBITDA re EBITDA re $ 425,578 $ 387,486 $ 357,547 Adjustments: Impairment of investment in third parties — 3,000 — Change in fair value of earn-out liability — — 1,809 Transaction and acquisition expenses 4,993 5,675 10,551 Amortization of unconsolidated joint venture basis differences 13 17 220 Realized performance income (1) — (75) (2,742) Adjusted EBITDA re $ 430,584 $ 396,103 $ 367,385 (1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 37 The following table presents our calculation of EBITDA re and Adjusted EBITDA re for the years ended December 31, 2025, 2024, and 2023 (in thousands): 2025 2024 2023 Calculation of EBITDA re Net income $ 122,968 $ 69,696 $ 63,762 Adjustments: Depreciation and amortization 266,374 253,016 236,443 Interest expense, net 110,338 96,990 84,232 (Gain) loss on disposal of property, net (38,790) 30 (1,110) Federal, state, and local tax expense 1,307 1,821 438 Adjustments related to unconsolidated joint ventures 6,200 4,025 3,721 EBITDA re $ 468,397 $ 425,578 $ 387,486 Calculation of Adjusted EBITDA re EBITDA re $ 468,397 $ 425,578 $ 387,486 Adjustments: Impairment of investment in third parties — — 3,000 Transaction and acquisition expenses 5,523 4,993 5,675 Adjustments related to unconsolidated joint ventures 60 13 17 Realized performance income (1) (30) — (75) Adjusted EBITDA re $ 473,950 $ 430,584 $ 396,103 (1) Realized performance income includes fees received related to the achievement of certain performance targets in our NRP joint venture, which was dissolved in December 2025.
During the year ended December 31, 2023, we issued 4.2 million shares of our common stock under the ATM program for net proceeds of $147.6 million. • Distributions to stockholders and OP unit holders — Cash used for distributions to common stockholders and OP unit holders decreased by $2.6 million during the year ended December 31, 2024 as compared to the same period in 2023, primarily due to the timing of the funding for our December 2024 distribution payment partially offset by the increase in shares of common stock outstanding as a result of issuances under our ATM programs and our distribution increases in both 2023 and 2024.
During the year ended December 31, 2024, we issued 1.9 million shares of our common stock under the ATM programs for net proceeds of $73.8 million. • Distributions to stockholders and OP unit holders — Cash used for distributions to common stockholders and OP unit holders increased $24.7 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the timing of the funding for our December 2024 distribution payment and our distribution increases in both 2024 and 2025.
Property Operating Expenses increased $10.3 million primarily as follows: • $6.0 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 • $4.4 million increase primarily due to our net acquisition activity.
Property Operating Expenses increased $11.0 million primarily as follows: • $5.1 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs owing largely to increased headcount; and • $6.0 million increase primarily due to our net acquisition activity.
Highlights of our wholly-owned operational activity as of and for the year ended December 31, 2024 are as follows: • Leased occupancy for our wholly-owned portfolio improved 30 basis points to 97.7% as of December 31, 2024, and inline occupancy improved 30 basis points to 95.0%, when compared to December 31, 2023. • Total ABR PSF for executed new leases improved 3.6% to $22.53, and inline ABR PSF for executed new leases improved 8.4% to $28.16 during the year ended December 31, 2024. • For the year ended December 31, 2024, we completed 15 development and redevelopment projects encompassing a total of 0.3 million square feet with a total investment of $35.8 million. • As of December 31, 2024, we have 14 development and redevelopment projects in process, which we estimate will have a total investment of approximately $41 million. • Created $1.4 million of incremental ABR in 2024 as a result of development and redevelopment projects completed in 2023.
Highlights of our wholly-owned operational activity as of and for the year ended December 31, 2025 are as follows: • Inline occupancy improved 10 basis points to 95.1%, when compared to December 31, 2024. • For the year ended December 31, 2025, we completed 23 development and redevelopment projects encompassing a total of 0.4 million square feet with a total investment of $53.8 million. • As of December 31, 2025, we have 20 development and redevelopment projects in process, which we estimate will have a total investment of approximately $69 million.
FINANCING ACTIVITIES —Our net cash provided by financing activities was primarily impacted by the following: • Debt borrowings and payments — During the year ended December 31, 2024, we had $133.6 million in net borrowings primarily as a result of our May and September 2024 senior notes, payments on our term loans, and net repayments under our revolving credit facility.
During the year ended December 31, 2024, we had $133.6 million in net borrowings primarily as a result of our May and September 2024 senior note issuances, payments on our term loans, and net repayments under our revolving credit facility. See “Debt Activity” above for more details.
Same-Center NOI Reconciliation —Below is a reconciliation of Net Income to NOI and Same-Center NOI for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Net income $ 69,696 $ 63,762 Adjusted to exclude: Fees and management income (10,731) (9,646) Straight-line rental income (1) (9,646) (10,185) Net amortization of above- and below-market leases (6,587) (5,178) Lease buyout income (867) (1,222) General and administrative expenses 45,611 44,366 Depreciation and amortization 253,016 236,443 Interest expense, net 96,990 84,232 Loss (gain) on disposal of property, net 30 (1,110) Other expense, net 5,732 7,312 Property operating expenses related to fees and management income 3,323 2,059 NOI for real estate investments 446,567 410,833 Less: Non-same-center NOI (2) (16,123) 3,746 Total Same-Center NOI $ 430,444 $ 414,579 Period-end Same-Center Leased Occupancy % 97.8 % 97.8 % (1) Includes straight-line rent adjustments for Neighbors for whom revenue is being recorded on a cash basis.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 35 Same-Center NOI Reconciliation —Below is a reconciliation of Net Income to NOI and Same-Center NOI for the years ended December 31, 2025 and 2024 (in thousands): 2025 2024 Net income $ 122,968 $ 69,696 Adjusted to exclude: Fees and management income (12,751) (10,731) Straight-line rental income (1) (10,705) (9,646) Net amortization of above- and below-market leases (8,643) (6,587) Lease buyout income (2,517) (867) General and administrative expenses 51,638 45,611 Depreciation and amortization 266,374 253,016 Interest expense, net 110,338 96,990 (Gain) loss on disposal of property, net (38,790) 30 Other expense, net 4,330 5,732 Property operating expenses related to fees and management income 4,111 3,323 NOI for real estate investments 486,353 446,567 Less: Non-same-center NOI (2) (31,674) (8,496) Total Same-Center NOI $ 454,679 $ 438,071 Period-end Same-Center Leased Occupancy % 97.6 % 97.8 % (1) Includes straight-line rent adjustments for Neighbors for whom revenue is being recorded on a cash basis.
As of December 31, 2024, total leased occupancy improved 30 basis points to 97.7% and inline occupancy improved 30 basis points to 95.0%, when compared to December 31, 2023.
As of December 31, 2025, total leased occupancy remained strong at 97.3% and inline occupancy improved 10 basis points to 95.1%, when compared to December 31, 2024.
During the years ended December 31, 2024 and 2023, we had gross capital spend of $95.1 million and $95.3 million, respectively.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 40 During the years ended December 31, 2025 and 2024, we had gross capital spend of $136.1 million and $95.1 million, respectively.
During the year ended December 31, 2024, we had a net cash inflow of $9.7 million from changes in working capital as compared to a net cash outlay of $9.4 million during the same period in 2023.
During the year ended December 31, 2025, we had a net cash outlay of $2.7 million from changes in working capital as compared to a net cash inflow of $9.7 million during the same period in 2024. This change was primarily driven by the timing of interest payments resulting from our senior note issuances.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 39 DEBT —The following table summarizes information about our debt as of December 31, 2024 and 2023 (dollars in thousands): 2024 2023 Total debt obligations, gross $ 2,137,336 $ 1,986,735 Weighted-average interest rate 4.3 % 4.2 % Weighted-average term (in years) 5.6 3.9 Revolving credit facility capacity (1) $ 800,000 $ 800,000 Revolving credit facility availability (2) 738,904 606,550 (1) As of December 31, 2024, the revolving credit facility was set to mature in January 2026, extendable at our option to January 2027.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 38 DEBT —The following table summarizes information about our debt as of December 31, 2025 and 2024 (dollars in thousands): 2025 2024 Total debt obligations, gross $ 2,402,145 $ 2,137,336 Weighted-average interest rate 4.5 % 4.3 % Weighted-average term (in years) 5.2 5.6 Revolving credit facility capacity (1) $ 1,000,000 $ 800,000 Revolving credit facility availability (2) 881,771 738,904 (1) The revolving credit facility matures in January 2029, with options to extend the maturity for two additional six-month periods.
In 2023, we declared and paid monthly distributions of $0.0933 per common share and OP unit, or $1.12 annualized, for each month beginning January 2023 through August 2023. We declared and paid monthly distributions of $0.0975 per common share and OP unit, or $1.17 annualized, an increase of 4.5%, for each month beginning September 2023 through December 2023.
We declared and paid monthly distributions of $0.1025 per common share and OP unit, or $1.23 annualized, for each month beginning September 2024 through December 2024.
Real Estate Tax Expenses: • The $4.9 million increase in real estate tax expenses is primarily due to our net acquisition activity. General and Administrative Expenses: • The $1.2 million increase in general and administrative expenses is primarily due to higher share-based compensation expense.
Real Estate Tax Expenses: • The $8.4 million increase in real estate tax expenses was primarily due to our net acquisition activity. General and Administrative Expenses: • The $6.0 million increase in general and administrative expenses was primarily due to investment in our growth initiatives, resulting in increased compensation expense owing largely to increased headcount and higher performance-based compensation.
As of December 31, 2024, NRV had an outstanding debt balance of $23.2 million. Additionally, our off-balance sheet arrangements include the notional amount of our interest rate swaps which we use to hedge a portion of our exposure to interest rate fluctuations. Currently, all of our interest rate swaps fix the variable rate interest on our term loan debt.
As of December 31, 2025, GRP I, NRV, and NGCF had outstanding debt balances of $173.8 million, $102.7 million, and $31.8 million, respectively. Additionally, our off-balance sheet arrangements include the notional amount of our interest rate swap which we use to hedge a portion of our exposure to interest rate fluctuations.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 41 CAPITAL EXPENDITURES AND REDEVELOPMENT ACTIVITY —We make capital expenditures during the course of normal operations, including maintenance capital expenditures and tenant improvements, as well as value-enhancing anchor space repositioning and redevelopment, ground-up outparcel development, and other accretive projects.
See “Non-GAAP Measures - EBITDA re and Adjusted EBITDA re” above for a reconciliation to Net Income. CAPITAL EXPENDITURES AND REDEVELOPMENT ACTIVITY —We make capital expenditures during the course of normal operations, including maintenance capital expenditures and tenant improvements, as well as value-enhancing anchor space repositioning and redevelopment, ground-up outparcel development, and other accretive projects.
During the year ended December 31, 2024, we paid $95.1 million for capital expenditures compared to $95.3 million over the same period in 2023, which included our development and redevelopment activity. • Real estate dispositions — During the year ended December 31, 2024, we sold no properties, but we had minimal net cash outflows for expenses related to previous and future potential dispositions.
During the year ended December 31, 2024, we sold no properties, but we had minimal net cash outflows for expenses related to previous and future potential dispositions.
We intend to fund our interest rate swap payments utilizing cash flows from operations. As of December 31, 2024, the notional amount of our interest rate swaps was $475 million. As of December 31, 2024, our future interest rate swap recoverables were $6.1 million during 2025 and $2.7 million thereafter.
Currently, our interest rate swap fixes the variable rate interest on our term loan debt. We intend to fund our interest rate swap payments utilizing cash flows from operations. As of December 31, 2025, the notional amount of our interest rate swap was $200 million.
These issuances improved the flexibility of our balance sheet by extending our debt maturity profile. • Our current investment grade ratings are Baa2 (Outlook: Stable) with Moody’s Investors Services and BBB (Outlook: Stable) with S&P Global Ratings. • As of December 31, 2024, our wholly-owned properties were approximately 86% unencumbered. • Our ratio of net debt to Adjusted EBITDA re was 5.0x as of December 31, 2024, as compared to 5.1x as of December 31, 2023 (see “Liquidity and Capital Resources - Financial Leverage Ratios” below for a discussion and calculation).
This issuance improved the flexibility of our balance sheet by extending our debt maturity profile. • In December 2025, we repaid the $100 million outstanding term loan balance that was set to mature in July 2026. • For the year ended December 31, 2025, we disposed of nine properties and one outparcel for net proceeds of $121.7 million which were used for portfolio recycling opportunities. • Our current investment grade ratings are Baa2 (Outlook: Stable) with Moody’s Investors Services and BBB (Outlook: Stable) with S&P Global Ratings. • As of December 31, 2025, our wholly-owned properties were approximately 88% unencumbered. • Our ratio of net debt to Adjusted EBITDA re was 5.2x as of December 31, 2025 (see “Liquidity and Capital Resources - Financial Leverage Ratios” below for a discussion and calculation). • Following our activity this year, our outstanding debt had a weighted-average maturity of 5.2 years excluding all extension options as of December 31, 2025.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 36 SAME-CENTER NOI —Same-Center NOI is presented as a supplemental measure of our performance, as it highlights operating trends such as occupancy levels, rental rates, and operating costs for our same-center portfolio.
SAME-CENTER NOI —Same-Center NOI is presented as a supplemental measure of our performance, as it highlights operating trends such as occupancy levels, rental rates, and operating costs for our same-center portfolio. Other REITs may use different methodologies for calculating Same-Center NOI, and accordingly, our Same-Center NOI may not be comparable to other REITs.
Our guaranty for the GRP I debt is limited to being the non-recourse carveout guarantor and the environmental indemnitor. Further, we are also party to an agreement with GRP I in which any potential liability under such guaranty will be apportioned between us and GRP I based on our respective ownership percentage in the joint venture.
Further, we are also party to agreements with each of GRP I, NRV, and NGCF in which any potential liability under such guaranties will be apportioned between us and GRP I, NRV, or NGCF, as applicable, based on our respective ownership percentages in the joint ventures.
Our balance sheet management highlights as of and for the year ended December 31, 2024 are as follows: • We issued 1.9 million shares of our common stock under our ATM programs for net proceeds of $73.8 million. • In May 2024, we issued $350 million of 5.750% senior notes due 2034 at an issue price of 98.576% in an underwritten offering.
Our balance sheet management highlights as of and for the year ended December 31, 2025 are as follows: • In June 2025, we issued $350 million of 5.250% senior notes due 2032 at an issue price of 99.832% in an underwritten offering. The 2025 senior notes are fully and unconditionally guaranteed by us.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 43 • Issuance of common stock— During the year ended December 31, 2024, we issued 1.9 million shares of our common stock under our ATM programs for net proceeds of $73.8 million.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 42 • Issuance of common stock— During the year ended December 31, 2025, we issued no common stock.
During the three months and year ended December 31, 2024, we issued 1.9 million shares of our common stock at a gross weighted average price of $39.23 under this ATM program for net proceeds of $72.1 million, after approximately $0.7 million in commissions.
During the three months and year ended December 31, 2025, we issued no shares of our common stock under this ATM program.
As of December 31, 2024, our future contractual finance lease obligations were not significant. We have an off-balance sheet arrangement that includes being the limited guarantor of a $174.0 million mortgage loan secured by properties owned by our unconsolidated joint venture, Grocery Retail Partners I LLC (“GRP I”).
We have off-balance sheet arrangements that include being the limited guarantor of $173.8 million, $102.7 million, and $31.8 million in mortgage loans secured by properties owned by our unconsolidated joint ventures, Grocery Retail Partners I LLC (“GRP I”), Necessity Retail Venture LLC (“NRV”), and Neighborhood Grocery Catalyst Fund LLC (“NGCF”), respectively.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 35 Interest Expense, Net: • The $12.8 million increase was primarily due to increased interest rates and debt outstanding in 2024.
Interest Expense, Net: • The $13.3 million increase was primarily due to increased debt outstanding in 2025.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 34 SUMMARY OF OPERATING ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 Favorable (Unfavorable) Change (Dollars in thousands) 2024 2023 $ % Revenues: Rental income $ 647,589 $ 597,501 $ 50,088 8.4 % Fees and management income 10,731 9,646 1,085 11.2 % Other property income 3,072 2,977 95 3.2 % Total revenues 661,392 610,124 51,268 8.4 % Operating Expenses: Property operating 112,633 102,303 (10,330) (10.1) % Real estate taxes 77,684 72,816 (4,868) (6.7) % General and administrative 45,611 44,366 (1,245) (2.8) % Depreciation and amortization 253,016 236,443 (16,573) (7.0) % Total operating expenses 488,944 455,928 (33,016) (7.2) % Other: Interest expense, net (96,990) (84,232) (12,758) (15.1) % (Loss) gain on disposal of property, net (30) 1,110 (1,140) (102.7) % Other expense, net (5,732) (7,312) 1,580 21.6 % Net income 69,696 63,762 5,934 9.3 % Net income attributable to noncontrolling interests (7,011) (6,914) (97) (1.4) % Net income attributable to stockholders $ 62,685 $ 56,848 $ 5,837 10.3 % 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.
PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 32 SUMMARY OF OPERATING ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Favorable (Unfavorable) Change (Dollars in thousands) 2025 2024 $ % (1) Revenues: Rental income $ 709,186 $ 647,589 $ 61,597 9.5 % Fees and management income 12,751 10,731 2,020 18.8 % Other property income 4,657 3,072 1,585 51.6 % Total revenues 726,594 661,392 65,202 9.9 % Operating Expenses: Property operating 123,649 112,633 (11,016) (9.8) % Real estate taxes 86,087 77,684 (8,403) (10.8) % General and administrative 51,638 45,611 (6,027) (13.2) % Depreciation and amortization 266,374 253,016 (13,358) (5.3) % Total operating expenses 527,748 488,944 (38,804) (7.9) % Other: Interest expense, net (110,338) (96,990) (13,348) (13.8) % Gain (loss) on disposal of property, net 38,790 (30) 38,820 NM Other expense, net (4,330) (5,732) 1,402 24.5 % Net income 122,968 69,696 53,272 76.4 % Net income attributable to noncontrolling interests (11,665) (7,011) (4,654) (66.4) % Net income attributable to stockholders $ 111,303 $ 62,685 $ 48,618 77.6 % (1) Line items that result in a percent change that exceed certain limitations are considered not meaningful (“NM”) and indicated as such.
The amendment increases the aggregate borrowing capacity of the facility to $1.0 billion and extends the maturity date to January 2029, with options to extend the maturity for two additional six-month periods. (2) Net of any outstanding balance and letters of credit.
The amendment increased the aggregate borrowing capacity of the facility to $1 billion and extended the maturity date to January 2029, with options to extend the maturity for two additional six-month periods. • In June 2025, we issued $350 million of 5.250% senior notes due 2032 at an issue price of 99.832% in an underwritten offering.
Our debt activity during the year ended December 31, 2023 was as follows: • In July 2023, we amended three senior unsecured term loans with a total notional amount of $475 million scheduled to mature during 2024. The three senior unsecured term loans, as amended, have a total notional amount of $484.8 million.
Our debt activity during the year ended December 31, 2025 was as follows: • In January 2025, we amended our senior unsecured revolving credit facility.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+1 added−0 removed5 unchanged
Biggest changeThe market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. As of December 31, 2024, we had three interest rate swaps that fixed SOFR on $475 million of our unsecured term loan facilities.
Biggest changeMarket risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken.
See further discussion on interest amounts on our variable rate debt in Note 8 and discussion on the swap rate for our interest rate swaps in Note 9. FOREIGN CURRENCY EXCHANGE RISK —We do not have any foreign operations, and thus, we are not exposed to foreign currency fluctuations. ITEM 8.
See further discussion on interest amounts on our variable rate debt in Note 8 and discussion on the swap rate for our interest rate swap in Note 9. FOREIGN CURRENCY EXCHANGE RISK —We do not have any foreign operations, and thus, we are not exposed to foreign currency fluctuations. ITEM 8.
As of December 31, 2024, we had not fixed the interest rate on $149.8 million of our unsecured debt through derivative financial instruments, and as a result, we are subject to the potential impact of rising interest rates, which could negatively impact our profitability and cash flows.
As of December 31, 2025, we had not fixed the interest rate on $376.8 million of our unsecured debt through derivative financial instruments, and as a result, we are subject to the potential impact of rising interest rates, which could negatively impact our profitability and cash flows.
We estimate that a one percentage point increase in interest rates on the outstanding balance of our variable-rate debt at December 31, 2024 would result in approximately $1.5 million of additional interest expense annually. The additional interest expense was determined based on the impact of hypothetical interest rates on our borrowing cost and assumes no changes in our capital structure.
We estimate that a one percentage point increase in interest rates on the outstanding balance of our variable-rate debt at December 31, 2025 would result in approximately $3.8 million of additional interest expense annually. The additional interest expense was determined based on the impact of hypothetical interest rates on our borrowing cost and assumes no changes in our capital structure.
In January 2024, we entered into an interest rate swap which has a notional amount of $150 million and swaps SOFR for a fixed rate of approximately 3.45% effective September 2024 and maturing December 2025.
In January 2024, we entered into an interest rate swap which had a notional amount of $150 million and swapped SOFR for a fixed rate of approximately 3.45% which became effective in September 2024 and matured in December 2025.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, PHILLIPS EDISON & COMPANY DECEMBER 31, 2024 FORM 10-K 44 which creates credit risk for us.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us.
If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates.
If the fair value of a derivative contract is negative, we will owe the counterparty and, PHILLIPS EDISON & COMPANY DECEMBER 31, 2025 FORM 10-K 43 therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.
Added
As of December 31, 2025, we had one interest rate swap that fixed SOFR on $200 million of our unsecured term loan facilities.

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