Phillips Edison & Company, Inc.

Previous wording

Certain statements contained in this Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (collectively with the Securities Act and the Exchange Act, the “Acts”). These forward-looking statements are based on current expectations, estimates, and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, management of our company and involve uncertainties that could significantly affect our financial results. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC. Such statements include, but are not limited to: (a) statements about our plans, strategies, initiatives, and prospects; (b) statements about our underwritten incremental yields; and (c) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: (i) changes in national, regional, or local economic climates; (ii) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our portfolio; (iii) vacancies, changes in market rental rates, and the need to periodically repair, renovate, and re-let space; (iv) competition from other available shopping centers and the attractiveness of properties in our portfolio to our tenants; (v) the financial stability of our tenants, including, without limitation, their ability to pay rent; (vi) our ability to pay down, refinance, restructure, or extend our indebtedness as it becomes due; (vii) increases in our borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to our properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) our ability and willingness to maintain our qualification as a REIT in light of economic, market, lega…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Certain statements contained in this Quarterly Report on Form 10-Q of Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” or “us”) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 (collectively with the Securities Act and the Exchange Act, the “Acts”). These forward-looking statements are based on current expectations, estimates, and projections about the industry and markets in which we operate, and beliefs of, and assumptions made by, management of our company and involve uncertainties that could significantly affect our financial results. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Acts. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “seek,” “objective,” “goal,” “strategy,” “plan,” “focus,” “priority,” “should,” “could,” “potential,” “possible,” “look forward,” “optimistic” or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the SEC. Such statements include, but are not limited to: (a) statements about our plans, strategies, initiatives, and prospects; (b) statements about our underwritten incremental yields; and (c) statements about our future results of operations, capital expenditures, and liquidity. Such statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those projected or anticipated, including, without limitation: (i) changes in national, regional, or local economic climates; (ii) local market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our portfolio; (iii) vacancies, changes in market rental rates, and the need to periodically repair, renovate, and re-let space; (iv) competition from other available shopping centers and the attractiveness of properties in our portfolio to our tenants; (v) the financial stability of our tenants, including, without limitation, their ability to pay rent; (vi) our ability to pay down, refinance, restructure, or extend our indebtedness as it becomes due; (vii) increases in our borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to our properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) our ability and willingness to maintain our qualification as a REIT in light of economic, market, lega…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

•EBITDAre—The National Association of Real Estate Investment Trusts (“Nareit”) defines EBITDAreas net income (loss) computed in accordance with GAAP before: (i) interest expense; (ii) income tax expense; (iii) depreciation and amortization; (iv) gains or losses from disposition of depreciable property; and (v) impairment write-downs of depreciable property. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDAre on the same basis.

Current wording

•EBITDAre—The National Association of Real Estate Investment Trusts (“Nareit”) defines EBITDAreas net income (loss) computed in accordance with GAAP before: (i) interest expense; (ii) income tax expense; (iii) depreciation and amortization; (iv) gains or losses from disposition of depreciable property; and (v) impairment write-downs of

Previous wording

•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 each reporting period (i.e., since January 1, 2024).

Current wording

•Same-Center—We use this term to refer to a property, or portfolio of properties, owned and operational for the entirety of both calendar year periods being compared.

Previous wording

As of June 30, 2025, we owned equity interests in 327 shopping centers, including 303 wholly-owned shopping centers and 24 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.6 million square feet in 31 states. In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.

Current wording

As of September 30, 2025, we owned equity interests in 328 shopping centers, including 303 wholly-owned shopping centers and 25 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 36.7 million square feet in 31 states. In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.

Previous wording

2025 SENIOR NOTE ISSUANCES—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.

Current wording

2025 SENIOR NOTE ISSUANCE—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.

Previous wording

KNOWN TRENDS AND UNCERTAINTIES—Adverse economic conditions, including slower economic growth and the potential for a recession, could have an adverse effect on us and our Neighbors, including a negative impact on the consumer’s willingness to spend. Although certain indicators have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk. Substantially all of our leases contain provisions designed to mitigate the adverse effect of inflation, including requirements for Neighbors to pay their allocable share of operating expenses that includes common area maintenance, utilities, real estate taxes, insurance, and certain capital expenditures. Additionally, many of our leases are for terms of less than ten years, which allows us to target increased rents to current market rates upon renewal. However, elevated inflation rates, including their impact on operating and construction costs, may nevertheless negatively impact us and some of our Neighbors. Our business and financial results, as well as the results of our Neighbors, could also be adversely impacted by elevated interest rate levels arising from the Federal Reserve’s response to inflation. In addition, slower economic growth and a potential for a recession could have an adverse effect on us and our Neighbors, including negatively impacting consumer sentiment and consumer willingness to spend. Additionally, rapid changes in trade policy, new or increased tariffs, retaliatory tariffs, and global trade disruptions could negatively affect us and our Neighbors, including by further aggravating inflation, increasing costs, and disrupting supply chains.

Current wording

KNOWN TRENDS AND UNCERTAINTIES—Adverse economic conditions, including slower economic growth and the potential for a recession, could have an adverse effect on us and our Neighbors, including a negative impact on consumer sentiment and the consumer’s willingness to spend. Although certain indicators have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk. Substantially all of our leases contain provisions designed to mitigate the adverse effect of inflation, including requirements for Neighbors to pay their allocable share of operating expenses that includes common area maintenance, utilities, real estate taxes, insurance, and certain capital expenditures. Additionally, many of our leases are for terms of less than ten years, which allows us to target increased rents to current market rates upon renewal. However, elevated inflation rates, including their impact on operating and construction costs, may nevertheless negatively impact us and some of our Neighbors. Our business and financial results, as well as the results of our Neighbors, could also be adversely impacted by elevated interest rate levels arising from the Federal Reserve’s response to inflation. Additionally, rapid changes in trade policy, new or increased tariffs, retaliatory tariffs, and global trade disruptions could negatively affect us and our Neighbors, including by further aggravating inflation, increasing costs, and disrupting supply chains.

Previous wording

Our basis for analyzing significant fluctuations in our results of operations generally includes review of the results of our same-center portfolio, non-same-center portfolio, and revenues and expenses from our management activities. We define our same-center portfolio as the 280 properties that were owned and operational prior to January 1, 2024. 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, 2023, which includes one property disposed of and 23 properties acquired. Below are explanations of the significant fluctuations in the results of operations for the three months ended June 30, 2025 and 2024:

Current wording

Our basis for analyzing significant fluctuations in our results of operations generally includes review of the results of our same-center portfolio, non-same-center portfolio, and revenues and expenses from our management activities. We define our same-center portfolio as the 279 properties that were owned and operational for the entirety of both calendar year periods being compared. We define our non-same-center portfolio as those properties that were not fully owned and operational in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2023, which includes two properties disposed of and 24 properties acquired. Below are explanations of the significant fluctuations in the results of operations for the three months ended September 30, 2025 and 2024:

Previous wording

•$3.8 million increase primarily related to our same-center portfolio as follows:

Current wording

•$5.5 million increase primarily related to our same-center portfolio as follows:

Previous wording

▪$2.9 million increase primarily due to a $0.43 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy; and

Current wording

▪$3.3 million increase primarily due to a $0.48 increase in average minimum rent PSF, partially offset by a 0.3% decline in average occupancy;

Previous wording

▪$1.8 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending and real estate taxes; partially offset by

Current wording

▪$1.7 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes; and

Previous wording

▪$0.6 million decrease primarily due to an increase in amounts reserved for Neighbors identified as credit risks.

Current wording

▪$0.4 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks.

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•The $0.8 million increase in fees and management income was primarily due to higher insurance premium income from our captive insurance company and an increase in fees from our unconsolidated joint ventures.

Current wording

•The $0.4 million increase in fees and management income was primarily due to higher insurance premium income from our captive insurance company and an increase in fees from our unconsolidated joint ventures.

Previous wording

•$0.2 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs partially offset by lower insurance costs; and

Current wording

•$0.9 million increase from our same-center portfolio and corporate operating activities primarily due to an increase in common area maintenance spending and higher compensation costs; and

Previous wording

•The $1.8 million increase in real estate tax expenses is primarily due to our net acquisition activity.

Current wording

•The $2.7 million increase in real estate tax expenses is primarily due to our net acquisition activity.

Previous wording

•The $1.8 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense, owing largely to increased headcount, higher performance-based compensation, and increased overhead attributed to travel expenses and technology-related costs.

Current wording

•The $1.6 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense, owing largely to increased headcount, higher performance-based compensation, and increased overhead attributed to technology-related costs.

Previous wording

•The $15.1 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

Current wording

•The $2.7 million decrease in depreciation and amortization was primarily due to the impact of our prior year tear down and redevelopment of certain Publix locations partially offset by our net acquisition activity.

Previous wording

•The $4.1 million increase was primarily due to increased debt outstanding in 2025. Interest Expense, Net was comprised of the following (dollars in thousands):

Current wording

•The $3.5 million increase was primarily due to increased debt outstanding in 2025. Interest Expense, Net was comprised of the following (dollars in thousands):

Previous wording

For details surrounding our basis for analyzing significant fluctuations in our results of operations as well as definitions related to our portfolio of real estate assets, please see “Summary of Operating Activities for the Three Months Ended June 30, 2025 and 2024” above. Below are explanations of the significant fluctuations in the results of operations for the six months ended June 30, 2025 and 2024:

Current wording

For details surrounding our basis for analyzing significant fluctuations in our results of operations as well as definitions related to our portfolio of real estate assets, please see “Summary of Operating Activities for the Three Months Ended September 30, 2025 and 2024” above. Below are explanations of the significant fluctuations in the results of operations for the nine months ended September 30, 2025 and 2024:

Previous wording

Rental Income increased $31.3 million as follows:

Current wording

Rental Income increased $47.8 million as follows:

Previous wording

•$11.7 million increase related to our same-center portfolio primarily as follows:

Current wording

•$17.2 million increase related to our same-center portfolio primarily as follows:

Previous wording

▪$7.1 million increase primarily due to a $0.44 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy;

Current wording

▪$10.4 million increase primarily due to a $0.45 increase in average minimum rent PSF, partially offset by a 0.2% decline in average occupancy;

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▪$2.9 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending and real estate taxes; and

Current wording

▪$4.6 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending; and

Previous wording

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

Current wording

▪$1.1 million increase primarily due to lease buyout income.

Previous wording

•The $1.0 million increase in fees and management income was primarily due to higher insurance premium income and an increase in fees from our unconsolidated joint ventures.

Current wording

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

Previous wording

•$2.5 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs; and

Current wording

•$3.4 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs; and

Previous wording

•The $4.0 million increase in real estate tax expenses was primarily due to our net acquisition activity.

Current wording

•The $6.7 million increase in real estate tax expenses was primarily due to our net acquisition activity.

Previous wording

•The $2.1 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense owing largely to higher performance-based compensation and increased headcount; partially offset by lower third-party consultant costs.

Current wording

•The $3.7 million increase in general and administrative expenses is primarily due to our growth initiatives resulting in increased compensation expense owing largely to higher performance-based compensation and increased headcount.

Previous wording

•The $10.0 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

Current wording

•The $12.4 million increase in depreciation and amortization was primarily due to our net acquisition activity and the impact of our tear down and redevelopment of certain Publix locations.

Previous wording

•The $6.4 million increase was primarily due to increased debt outstanding in 2025. Interest Expense, Net was comprised of the following (dollars in thousands):

Current wording

•The $10.0 million increase was primarily due to increased debt outstanding in 2025. Interest Expense, Net was comprised of the following (dollars in thousands):

Previous wording

Below is a summary of leasing activity for our wholly-owned properties for the six months ended June 30, 2025 and 2024(1):

Current wording

Below is a summary of leasing activity for our wholly-owned properties for the nine months ended September 30, 2025 and 2024(1):

Previous wording

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. For the three and six months ended June 30, 2025 and 2024, Same-Center NOI represents the NOI for the 280 properties that were wholly-owned and operational for the entire portion of all comparable reporting periods.

Current wording

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. For the three and nine months ended September 30, 2025 and 2024, Same-Center NOI represents the NOI for the 279 properties that were wholly-owned and operational for the entirety of both calendar year periods being compared.

Previous wording

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. During the six months ended June 30, 2024, prior to the entry into the new program described below, we issued approximately 46,000 shares of our common stock

Current wording

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. During the nine months ended September 30, 2024, prior to the entry into the new program described below, we issued approximately 46,000 shares of our

Previous wording

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.

Current wording

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.

Previous wording

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. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $250 million from time to time through our sales agents, or, if applicable, as forward sellers. We issued no shares of our common stock under this ATM program during the three and six months ended June 30, 2025 and 2024. As of June 30, 2025, approximately $177 million of common stock remained available for issuance under the current ATM program.

Current wording

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. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $250 million from time to time through our sales agents, or, if applicable, as forward sellers. We issued no shares of our common stock under this ATM program during the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, approximately $177 million of common stock remained available for issuance under the current ATM program.

Previous wording

(1)Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.4 million and 138.2 million diluted shares as of June 30, 2025 and December 31, 2024, respectively, and the closing market price per share of $35.03 and $37.46 as of June 30, 2025 and December 31, 2024, respectively.

Current wording

(1)Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 138.4 million and 138.2 million diluted shares as of September 30, 2025 and December 31, 2024, respectively, and the closing market price per share of $34.33 and $37.46 as of September 30, 2025 and December 31, 2024, respectively.

Previous wording

During the six months ended June 30, 2025 and 2024, we had gross capital spend of $59.4 million and $30.9 million, respectively. Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):

Current wording

During the nine months ended September 30, 2025 and 2024, we had gross capital spend of $95.7 million and $55.6 million, respectively. Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):

Previous wording

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

Current wording

(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.

Previous wording

(2)Amounts reported are net of insurance proceeds of $0.1 million and $2.8 million for property damage claims for the six months ended June 30, 2025 and 2024, respectively.

Current wording

(2)Amounts reported are net of insurance proceeds of $0.7 million and $3.2 million for property damage claims for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Generally, we expect our development and redevelopment projects to stabilize within 24 months. 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 $65.0 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. See “Key Performance Indicators and Defined Terms” above for further information.

Current wording

Generally, we expect our development and redevelopment projects to stabilize within 24 months. 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 $76.0 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. See “Key Performance Indicators and Defined Terms” above for further information.

Previous wording

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

Current wording

(2)During the nine months ended September 30, 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.