Phillips Edison & Company, Inc.
For the period ended Sep 30, 2026. Filed Oct 27, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 27, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-24.
0001476204-26-000032
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-27.
0001476204-26-000054
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 187 previous paragraphs and 190 current paragraphs.
125 unchanged; 50 reworded; 12 added; 9 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 41 previous and 41 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
Rental Income increased $10.7 million primarily as follows:
Current report
•$3.2 million increase primarily related to our net acquisition activity.
Current report
Property Operating Expenses increased $1.0 million primarily as follows:
Current report
•$0.3 million increase primarily due to our net acquisition activity.
Current report
SUMMARY OF OPERATING ACTIVITIES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 AND 2025
Current report
•$13.1 million increase primarily related to our net acquisition activity.
Current report
Property Operating Expenses increased $6.8 million primarily as follows:
Current report
Other Expense, Net:
Current report
In October 2026, we closed on a new $350 million unsecured term loan facility. The term loan facility has a three year term maturing on October 23, 2029, with two one year extension options to 2031, and will initially bear interest at an annual rate of SOFR plus 0.80%, with future pricing subject to adjustment based on our credit ratings and leverage ratio. We borrowed $175 million of the term loan facility at closing with the remaining $175 million available to draw on or before April 21, 2027. The term loan facility also has an uncommitted accordion feature allowing us to borrow up to an additional $450 million of term loans, for total term loans of up to $800 million. The initial $175 million proceeds from the term loan facility were used to pay down our outstanding $161.8 million term loan along with a portion of the outstanding balance under our $1 billion revolving credit facility.
Current report
Subsequent to September 30, 2026, we acquired one property for $52.8 million.
Current report
Subsequent to September 30, 2026, as part of the GRP I joint venture expansion, we contributed seven properties with a fair value of $161.1 million (see Note 1). Additionally, we sold one parcel of land for $0.9 million.
Current report
•Proceeds from secured loan receivable—During the nine months ended September 30, 2026, we were repaid the $17.4 million outstanding balance of the loan receivable provided by us for the secured financing of a property sold in 2025.
Removed paragraphs (9)
Previous report
Rental Income increased $11.0 million primarily as follows:
Previous report
Property Operating Expenses increased $2.8 million primarily as follows:
Previous report
Gain (Loss) on Disposal of Property, Net:
Previous report
Other Income (Expense), Net:
Previous report
SUMMARY OF OPERATING ACTIVITIES FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Previous report
•$9.9 million increase primarily related to our net acquisition activity.
Previous report
Property Operating Expenses increased $5.8 million primarily as follows:
Previous report
•$2.0 million increase primarily due to our net acquisition activity.
Previous report
Subsequent to June 30, 2026, we sold three properties for $39.7 million.
Reworded paragraphs (50)
Previous wording
As of June 30, 2026, we owned equity interests in 330 shopping centers, including 302 wholly-owned shopping centers and 28 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 37.4 million square feet in 31 states. In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.
Current wording
As of September 30, 2026, we owned equity interests in 328 shopping centers, including 300 wholly-owned shopping centers and 28 shopping centers owned through three unconsolidated joint ventures, which comprised approximately 37.4 million square feet in 31 states. In addition to managing our shopping centers, our third-party investment management business provides comprehensive real estate management services to the Managed Funds.
Previous wording
NECESSITY-BASED GOODS AND SERVICES—We define “necessity-based goods and services” as goods and services that are indispensable, necessary, or common for day-to-day living, or that tend to be inelastic (i.e., those for which the demand does not change based on a consumer’s income level). We estimate that approximately 74% of our ABR, including the pro rata portion attributable to properties owned through our unconsolidated joint ventures, is generated from Neighbors providing necessity-based goods and services.
Current wording
(1)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).
Previous wording
(1)The average remaining lease term in years excludes future options to extend the term of the lease.
Current wording
(2)The average remaining lease term in years excludes future options to extend the term of the lease.
Previous wording
KNOWN TRENDS AND UNCERTAINTIES—We continue to operate in a resilient yet evolving retail real estate environment characterized by strong tenant demand, limited new supply, and sustained leasing momentum. Grocery-anchored shopping centers remain defensive, with healthy occupancy, stable foot traffic, and durable tenant performance; however, broader macroeconomic conditions continue to introduce uncertainty. Interest rate volatility may affect acquisition activity, redevelopment yields, and capital-market execution. Inflation has eased but remains uneven across categories, influencing operating expenses, construction costs, and retailer margins; in addition, energy and transportation costs may be volatile and could increase due to geopolitical instability, including international conflict. Regulatory and executive decisions regarding tariffs have created incremental uncertainty around sourcing and input costs for certain tenants, though to date we have observed minimal disruption to leasing activity or rent‑collection trends. Additionally, ongoing retailer rationalization, including periodic bankruptcy filings and strategic store closures, may create near-term downtime but also provide opportunities to re‑lease space at higher rents. Consumer behavior has remained broadly stable, supported by the essential-needs orientation of our centers; however, pressure on lower-income shoppers and any broader economic slowdown could impact retailer sales performance and, in turn, leasing decisions. We continue to monitor these trends, along with evolving insurance markets, property-tax environments, and regulatory developments, each of which could influence operating results, cash flows, or asset valuations in future periods.
Current wording
KNOWN TRENDS AND UNCERTAINTIES—We continue to operate in a resilient yet evolving retail real estate environment characterized by strong tenant demand, limited new supply, sustained leasing momentum, and stable occupancy trends. Grocery-anchored shopping centers remain defensive, with healthy occupancy, stable foot traffic, and durable tenant performance; however, broader macroeconomic conditions continue to introduce uncertainty. Elevated borrowing costs and continued rate volatility may affect acquisition activity, redevelopment yields, financing costs, and capital-market execution. While inflation has moderated from prior peaks, pricing pressures remain uneven across categories and may continue to influence operating expenses, construction costs, and retailer margins; in addition, energy and transportation costs may remain volatile due to geopolitical instability, including international conflict. Regulatory and executive actions regarding tariffs continue to create uncertainty around sourcing, input costs, and pricing for certain tenants, although to date we have observed minimal disruption to leasing activity, tenant demand, or rent‑collection trends. Additionally, ongoing retailer rationalization, including periodic bankruptcy filings, strategic store closures, and portfolio optimization initiatives, may create near-term downtime but also provide opportunities to re‑lease space at higher rents. Consumer behavior has remained broadly stable, supported by the essential-needs orientation of our centers; however, pressure on lower-income shoppers, persistent inflationary pressures, or a broader economic slowdown could adversely impact retailer performance and leasing demand. We continue to monitor these trends and regulatory developments, each of which could influence operating results, cash flows, capital allocation decisions, or asset valuations in future periods.
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 for the entirety of both calendar year periods being compared. We define our non-same-center portfolio as those properties that were not fully owned in both calendar year periods being compared owing primarily to real estate asset activity occurring after December 31, 2024, which includes 13 properties disposed of and 22 properties acquired. Below are explanations of the significant fluctuations in the results of operations for the three months ended June 30, 2026 and 2025:
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 275 properties that were owned for the entirety of both calendar year periods being compared. We define our non-same-center portfolio as those properties that were not fully owned in both calendar year periods being compared due to to real estate asset activity occurring after December 31, 2024, which includes 18 properties disposed of and 25 properties acquired. Below are explanations of the significant fluctuations in the results of operations for the three months ended September 30, 2026 and 2025:
Previous wording
•$6.8 million increase primarily related to our same-center portfolio as follows:
Current wording
•$7.5 million increase primarily related to our same-center portfolio as follows:
Previous wording
▪$8.0 million increase primarily due to a $0.54 increase in average minimum rent PSF and a 0.3% improvement in average occupancy;
Current wording
▪$5.2 million increase primarily due to a $0.60 increase in average minimum rent PSF and a 0.5% improvement in average occupancy;
Previous wording
▪$2.1 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending and real estate taxes;
Current wording
▪$2.1 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending;
Previous wording
▪$0.9 million increase primarily due to the impact of straight-line rent adjustments;
Current wording
▪$0.2 million increase primarily due to the impact of straight-line rent adjustments; and
Previous wording
•$1.9 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs; and
Current wording
•$0.8 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs; and
Previous wording
•The $1.2 million increase in real estate tax expenses is primarily due to higher real estate tax assessments on the value of our portfolio.
Current wording
•The $1.1 million increase in real estate tax expenses is primarily due to higher real estate tax assessments on the value of our portfolio.
Previous wording
•The $1.7 million increase was primarily due to increased debt outstanding in 2026. Interest Expense, Net was comprised of the following (dollars in thousands):
Current wording
•The $0.4 million decrease was primarily due to lower amortization of loan costs in 2026. Interest Expense, Net was comprised of the following (dollars in thousands):
Previous wording
•The $20.7 million increase in gain on disposal of property, net was due to the disposition of four properties and one parcel of land with a net gain of $26.2 million during the six months ended June 30, 2026, as compared to the disposition of one property with a net gain of $5.5 million during the same period in 2025.
Current wording
•The $36.4 million increase in gain on disposal of property, net was due to the disposition of five properties and one parcel of land with a net gain of $40.6 million during the three months ended September 30, 2026, as compared to the disposition of one property and one parcel of land with a net gain of $4.3 million during the same period in 2025.
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, 2026 and 2025” above. Below are explanations of the significant fluctuations in the results of operations for the six months ended June 30, 2026 and 2025:
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, 2026 and 2025” above. Below are explanations of the significant fluctuations in the results of operations for the nine months ended September 30, 2026 and 2025:
Previous wording
Rental Income increased $23.1 million as follows:
Current wording
Rental Income increased $33.7 million as follows:
Previous wording
•$13.2 million increase related to our same-center portfolio primarily as follows:
Current wording
•$20.7 million increase related to our same-center portfolio primarily as follows:
Previous wording
▪$4.4 million increase primarily due to a $0.56 increase in average minimum rent PSF and a 0.3% improvement in average occupancy;
Current wording
▪$13.2 million increase primarily due to a $0.56 increase in average minimum rent PSF and a 0.4% improvement in average occupancy;
Previous wording
▪$0.9 million increase primarily due to an increase in recoverable income attributed to an increase in real estate taxes and common area maintenance spending; and
Current wording
▪$4.2 million increase primarily due to an increase in recoverable income attributed to an increase in common area maintenance spending, real estate taxes, and insurance costs;
Previous wording
▪$1.2 million increase primarily due to the impact of straight-line rent adjustments;
Current wording
▪$1.0 million increase primarily due to the impact of straight-line rent adjustments;
Previous wording
▪$0.8 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks; and
Current wording
▪$0.9 million increase primarily due to a decrease in amounts reserved for Neighbors identified as credit risks; and
Previous wording
•The $1.4 million increase in fees and management income was primarily due to an increase in fees from the growth in our unconsolidated joint ventures.
Current wording
•The $1.6 million increase in fees and management income was primarily due to an increase in fees from the growth in our unconsolidated joint ventures.
Previous wording
•$3.9 million increase from our same-center portfolio and corporate operating activities primarily due to higher compensation costs and an increase in common area maintenance spending and utilities; and
Current wording
•$4.6 million increase from our same-center portfolio and corporate operating activities primarily due to increased compensation, insurance costs, and common area maintenance spending; and
Previous wording
•The $2.2 million increase in real estate tax expenses was primarily due to our net acquisition activity and higher real estate tax assessments on the value of our portfolio.
Current wording
•The $3.3 million increase in real estate tax expenses was primarily due to higher real estate tax assessments on the value of our portfolio and our net acquisition activity.
Previous wording
•The $4.4 million decrease in depreciation and amortization was primarily due to the prior year impact of our tear down and redevelopment of certain Publix locations, partially offset by our net acquisition activity.
Current wording
•The $0.9 million decrease in depreciation and amortization was primarily due to the prior year impact of our tear down and redevelopment of certain Publix locations, partially offset by our net acquisition activity.
Previous wording
•The $5.8 million increase was primarily due to increased debt outstanding and loss on extinguishment of debt in 2026. Interest Expense, Net was comprised of the following (dollars in thousands):
Current wording
•The $5.3 million increase was primarily due to increased debt outstanding and loss on extinguishment of debt in 2026. Interest Expense, Net was comprised of the following (dollars in thousands):
Previous wording
•The $19.5 million increase in gain (loss) on disposal of property, net was due to the disposition of two properties and one parcel of land with a net gain of $19.4 million during the three months ended June 30, 2026. During the same period in 2025, we sold no properties but we recognized a minimal loss on disposal of property of $0.1 million due to miscellaneous write-off activity and expenses related to previous and future potential dispositions.
Current wording
•The $57.0 million increase in gain on disposal of property, net was due to the disposition of nine properties and two parcels of land with a net gain of $66.8 million during the nine months ended September 30, 2026, as compared to the disposition of two properties and one parcel of land with a net gain of $9.8 million during the same period in 2025.
Previous wording
•Other Income (Expense), Net was comprised of the following (in thousands):
Current wording
•Other Expense, Net was comprised of the following (in thousands):
Previous wording
Below is a summary of leasing activity for our wholly-owned properties for the six months ended June 30, 2026 and 2025(1):
Current wording
Below is a summary of leasing activity for our wholly-owned properties for the nine months ended September 30, 2026 and 2025(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, 2026 and 2025, Same-Center NOI represents the NOI for the 280 properties that were wholly-owned for the entirety of both calendar year periods being compared.
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, 2026 and 2025, Same-Center NOI represents the NOI for the 275 properties that were wholly-owned for the entirety of both calendar year periods being compared.
Previous wording
Subsequent to June 30, 2026, we issued approximately 0.2 million additional shares of our common stock at a gross weighted average price of $42.20 per share under the ATM program for net proceeds of $6.4 million, after approximately $0.1 million in commissions.
Current wording
ATM Program—In February 2024, we entered into a sales agreement relating to the potential sale of shares of common stock having an aggregate offering price of up to $250 million pursuant to a continuous offering program. During the three months ended September 30, 2026, we issued 0.2 million shares of our common stock at a gross weighted average price of $42.20 per share under this ATM program for net proceeds of $6.4 million, after approximately $0.1 million in commissions. During
Previous wording
common stock at a gross weighted average price of $42.06 per share under this ATM program for net proceeds of $85.3 million, after approximately $0.9 million in commissions. At June 30, 2026, we had a receivable of $1.9 million for proceeds received subsequent to June 30, 2026 for shares issued during the three and six months ended June 30, 2026. We issued no shares of our common stock under this ATM program during the year ended December 31, 2025. As of June 30, 2026, approximately $91 million of common stock remained available for issuance under the ATM program.
Current wording
the nine months ended September 30, 2026, we issued 2.2 million shares of our common stock at a gross weighted average price of $42.07 per share under this ATM program for net proceeds of $91.7 million, after approximately $0.9 million in commissions. We issued no shares of our common stock under this ATM program during the year ended December 31, 2025.
Previous wording
ATM Program—In February 2024, we entered into a sales agreement relating to the potential sale of shares of common stock pursuant to a continuous offering program. 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. During the three and six months ended June 30, 2026, we issued 2.0 million shares of our
Current wording
In August 2026, 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 $400 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, 2026. As of September 30, 2026, $400 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 140.8 million and 138.5 million diluted shares as of June 30, 2026 and December 31, 2025, respectively, and the closing market price per share of $41.62 and $35.57 as of June 30, 2026 and December 31, 2025, respectively.
Current wording
(1)Total equity market capitalization is calculated as diluted shares multiplied by the closing market price per share, which includes 140.9 million and 138.5 million diluted shares as of September 30, 2026 and December 31, 2025, respectively, and the closing market price per share of $37.34 and $35.57 as of September 30, 2026 and December 31, 2025, respectively.
Previous wording
During the six months ended June 30, 2026 and 2025, we had gross capital spend of $50.5 million and $59.4 million, respectively. Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):
Current wording
During the nine months ended September 30, 2026 and 2025, we had gross capital spend of $87.9 million and $95.7 million, respectively. Below is a summary of our capital spending activity, excluding leasing commissions, on a cash basis (in thousands):
Previous wording
(2)Amounts reported are net of insurance proceeds of $0.8 million and $0.1 million for property damage claims for the six months ended June 30, 2026 and 2025, respectively.
Current wording
(2)Amounts reported are net of insurance proceeds of $0.9 million and $0.7 million for property damage claims for the nine months ended September 30, 2026 and 2025, 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 $82.0 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 $85.7 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
(1)During the six months ended June 30, 2026, we acquired a property adjacent to one that was already wholly-owned. Therefore, the property was not an addition to our total property count.
Current wording
(1)During the nine months ended September 30, 2026, we acquired a property adjacent to one that was already wholly-owned. Therefore, the property was not an addition to our total property count.
Previous wording
REAL ESTATE DISPOSITION ACTIVITY—We continually evaluate our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value. The following table summarizes our real estate disposition activity for the six months ended June 30, 2026 and 2025 (dollars in thousands):
Current wording
REAL ESTATE DISPOSITION ACTIVITY—We continually evaluate our portfolio of assets for opportunities to make strategic dispositions of assets that no longer meet our growth and investment objectives or assets that have stabilized in order to capture their value. The following table summarizes our real estate disposition activity for the nine months ended September 30, 2026 and 2025 (dollars in thousands):
Previous wording
(2)In January 2025, we sold a property for $24.9 million and provided secured financing, receiving a note receivable of $17.4 million.
Current wording
(2)In January 2025, we sold a property for $24.9 million and provided secured financing, receiving a note receivable of $17.4 million. The note receivable was paid in full during the nine months ended September 30, 2026.
Previous wording
DISTRIBUTIONS—For each month beginning January 2026 through June 2026, we declared and paid monthly distributions of $0.1083 per common share and OP unit.
Current wording
DISTRIBUTIONS—For each month beginning January 2026 through August 2026, we declared and paid monthly distributions of $0.1083 per common share and OP unit. In September 2026, the Board authorized a 6.2% increase of our monthly distribution rate to $0.115 per common share and OP unit, and we declared a monthly distribution of $0.115 per common share and OP unit for September 2026.
Showing the first 40 of 50 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
•The $3.3 million increase in depreciation and amortization was primarily due to our net acquisition activity.
Current report — wording carried from elsewhere
•$2.2 million increase primarily due to our net acquisition activity.
Current report — wording carried from elsewhere
Gain on Disposal of Property, Net:
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
•$4.2 million increase primarily related to our net acquisition activity.
Previous report — wording carried elsewhere
•$0.9 million increase primarily due to our net acquisition activity.
Previous report — wording carried elsewhere
•The $4.1 million decrease in depreciation and amortization was primarily due to the prior year impact of our tear down and redevelopment of certain Publix locations, partially offset by our net acquisition activity.