Phillips Edison & Company, Inc. (Form: 8-K, Received: 02/05/2026 16:07:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026

Phillips Edison & Company, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40594

27-1106076

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


11501 Northlake Drive Cincinnati, Ohio						45249
(Address of principal executive offices)						(Zip Code)


(513) 554-1110
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock
$0.01 par value per share

PECO

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On February 5, 2026, Phillips Edison & Company, Inc. (the “Company”) issued a press release announcing its results for the quarter and year ended December 31, 2025 and provided its full year 2026 guidance. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Company’s Fourth Quarter 2025 Supplemental Disclosure is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Company will host a conference call on Friday, February 6, 2026, at 12:00 p.m. Eastern Time to discuss the fourth quarter and full-year results and provide commentary on its business performance and guidance. The conference call can be accessed by dialing (800) 715-9871 (domestic) or (646) 307-1963 (international). A live webcast of the presentation can be accessed by visiting https://events.q4inc.com/attendee/925778949, and a replay of the webcast will be available approximately one hour after the conclusion of the live webcast at the webcast link above.

The information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, are being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description of Exhibit
99.1						Press Release dated February 5, 2026
99.2						Fourth Quarter 2025 Supplemental Disclosure
104						Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	PHILLIPS EDISON & COMPANY, INC.

Dated: February 5, 2026	By:	/s/ Jennifer L. Robison
		Jennifer L. Robison
		Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)

Phillips Edison & Company Reports Fourth Quarter

and Full Year 2025 Results

CINCINNATI - February 5, 2026 - Phillips Edison & Company, Inc. (Nasdaq: PECO) (“PECO” or the “Company”), one of the nation’s largest owners and operators of high-quality, grocery-anchored neighborhood shopping centers, today reported financial and operating results for the fourth quarter and full year ended December 31, 2025 and provided guidance for 2026. For the fourth quarter and full year ended December 31, 2025, net income attributable to stockholders was $47.5 million, or $0.38 per diluted share, and $111.3 million, or $0.89 per diluted share, respectively.

Highlights for the Fourth Quarter, Full Year and Subsequent

•Reported Nareit FFO of $88.8 million, or $0.64 per diluted share, for the fourth quarter

•Reported Core FFO of $91.1 million, or $0.66 per diluted share, for the fourth quarter

•Generated Nareit FFO per share of $2.54 for the full year, or 7.2% growth over 2024

•Generated Core FFO per share of $2.60 for the full year, or 7.0% growth over 2024

•Increased same-center NOI year-over-year by 3.2% for the fourth quarter, and increased same-center NOI by 3.8% for the full year

•Reported strong leased portfolio occupancy of 97.3% and same-center leased portfolio occupancy of 97.6%

•Increased leased inline occupancy and same-center leased inline occupancy to a record-high 95.1%

•Executed portfolio comparable new leases at a rent spread of 34.3% and inline comparable new leases at a rent spread of 27.5% during the fourth quarter

•Executed portfolio comparable renewal leases at a rent spread of 20.0% and inline comparable renewal leases at a rent spread of 19.8% during the fourth quarter

•Acquired $395.5 million in assets at PECO’s total prorated share for the full year, which included 18 shopping centers, an outparcel and land for future development

•Sold $145.4 million in assets at PECO’s total prorated share for the full year, which included nine shopping centers and development land

•Subsequent to quarter end, acquired $77.0 million in assets, which included two shopping centers and land for future development

Management Commentary

Jeff Edison, Chairman and Chief Executive Officer of PECO stated: “2025 was a strong year for PECO, and we enter 2026 with good momentum. Retailer demand remains strong for well-located, grocery-anchored shopping centers. In 2025, the PECO team delivered Nareit FFO per share growth of 7.2%, Core FFO per share growth of 7.0% and Same-Center NOI growth of 3.8%. Our strong 2026 guidance is consistent with our long-term targets for Same-Center NOI growth in a range of 3% to 4% and Nareit FFO per share and Core FFO per share growth in the mid-to-high single digits. We are excited about 2026 and are confident in our ability to deliver solid growth well beyond 2026.”

Financial Results

Net Income

Fourth quarter 2025 net income attributable to stockholders totaled $47.5 million, or $0.38 per diluted share, compared to net income of $18.1 million, or $0.15 per diluted share, during the fourth quarter of 2024.

For the year ended December 31, 2025, net income attributable to stockholders totaled $111.3 million, or $0.89 per diluted share, compared to $62.7 million, or $0.51 per diluted share, during the year ended December 31, 2024.

Nareit FFO

Fourth quarter 2025 funds from operations attributable to stockholders and operating partnership (“OP”) unit holders as defined by Nareit (“Nareit FFO”) increased 5.9% to $88.8 million, or $0.64 per diluted share, compared to $83.8 million, or $0.61 per diluted share, during the fourth quarter of 2024.

For the year ended December 31, 2025, Nareit FFO increased 9.1% to $353.1 million, or $2.54 per diluted share, compared to $323.8 million, or $2.37 per diluted share, during the year ended December 31, 2024.

Core FFO

Fourth quarter 2025 core funds from operations attributable to stockholders and OP unit holders (“Core FFO”) increased 6.2% to $91.1 million, or $0.66 per diluted share, compared to $85.8 million, or $0.62 per diluted share, during the fourth quarter of 2024.

For the year ended December 31, 2025, Core FFO increased 8.7% to $360.7 million, or $2.60 per diluted share, compared to $331.8 million, or $2.43 per diluted share, during the year ended December 31, 2024.

Same-Center NOI

Fourth quarter 2025 same-center net operating income (“NOI”) increased 3.2% to $115.9 million, compared to $112.3 million during the fourth quarter of 2024.

For the year ended December 31, 2025, same-center NOI increased 3.8% to $454.7 million, compared to $438.1 million during the year ended December 31, 2024.

Portfolio Overview

Portfolio Statistics

As of December 31, 2025, PECO’s wholly-owned portfolio consisted of 297 properties, totaling approximately 33.5 million square feet. This compared to 294 properties, totaling approximately 33.3 million square feet, as of December 31, 2024.

Leased portfolio occupancy remained high at 97.3% at December 31, 2025, compared to 97.7% at December 31, 2024. Same-center leased portfolio occupancy remained strong at 97.6% as of December 31, 2025, compared to 97.8% as of December 31, 2024.

Leased anchor occupancy remained strong at 98.7% as of December 31, 2025, compared to 99.1% at December 31, 2024. Same-center leased anchor occupancy was 99.0% as of December 31, 2025, compared to 99.3% as of December 31, 2024.

Leased inline occupancy increased to a record-high 95.1% as of December 31, 2025, compared to 95.0% at December 31, 2024. Same-center leased inline occupancy increased to a record-high 95.1% as of December 31, 2025, compared to 95.0% as of December 31, 2024.

Leasing Activity

During the fourth quarter of 2025, 246 leases were executed totaling approximately 1.4 million square feet. This compared to 231 leases executed totaling approximately 1.4 million square feet during the fourth quarter of 2024.

For the year ended December 31, 2025, 1,026 leases were executed totaling approximately 6.0 million square feet. This compared to 1,021 leases executed totaling approximately 6.0 million square feet during the same period in 2024.

During the fourth quarter of 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 34.3% for new leases, 20.0% for renewal leases and 24.5% combined.

Comparable rent spreads during the year ended December 31, 2025 were 30.9% for new leases, a record-high 20.7% for renewal leases and 23.3% combined.

Transaction Activity - Wholly-Owned

During the fourth quarter of 2025, the Company acquired $76.1 million in assets, which included two shopping centers, an outparcel and land for future development. The Company expects to drive value in these assets through occupancy increases and rent growth, as well as potential future development of ground-up outparcel retail spaces. During the same period, the Company sold $111.2 million in assets, which included seven shopping centers. The fourth quarter 2025 acquisitions consisted of:

•Bel Air Town Center, a 77,817 square foot Everyday Retail center located in a Baltimore, Maryland suburb.

•Surprise Lake Square, a 132,616 square foot shopping center anchored by Safeway located in a Seattle, Washington suburb.

During the year ended December 31, 2025, the Company acquired $356.9 million in assets, which included 13 shopping centers, an outparcel and land for future development. During the same period, $145.3 million in assets were sold, which included nine shopping centers and one land parcel.

Subsequent to quarter end, the Company acquired $77.0 million in assets, which included two shopping centers and land for future development. Acquisitions completed included:

•The Village at Indian Wells, a 105,177 square foot shopping center anchored by Sprouts located in a Palm Springs, California suburb.

•Creekside Park Village Green, a 74,641 square foot shopping center anchored by H-E-B located in a Houston, Texas suburb.

Transaction Activity - Joint Ventures

During the fourth quarter of 2025, the Company acquired $17.7 million in assets at PECO’s total prorated share, which included two shopping centers. The fourth quarter 2025 acquisitions consisted of:

•Rio Hill Shopping Center, a 286,195 square foot shopping center anchored by Kroger located in a Richmond, Virginia suburb, acquired through Necessity Retail Venture LLC.

•Springs Plaza, a 195,353 square foot shopping center anchored by ALDI located in a Fort Myers, Florida suburb, acquired through Necessity Retail Venture LLC.

During the year ended December 31, 2025, the Company acquired $38.6 million in assets at PECO’s total prorated share, which included five shopping centers purchased through its joint ventures. During the same period, the Company, through Grocery Retail Partners I LLC, sold land for development for $0.1 million at PECO’s total prorated share.

Balance Sheet Highlights

As of December 31, 2025, the Company had approximately $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 its $1.0 billion revolving credit facility.

As of December 31, 2025, the Company’s net debt to annualized adjusted EBITDAre was 5.2x. This compared to 5.0x at December 31, 2024. As of December 31, 2025, the Company’s outstanding debt had a weighted-average interest rate of 4.5% and a weighted-average maturity of 5.3 years when including all extension options. As of December 31, 2025, 84.7% of the Company’s total debt was fixed-rate debt, which includes PECO’s total prorated share of debt for its joint ventures.

2026 Guidance

The following guidance is based upon PECO’s current view of existing market conditions and assumptions for the year ending December 31, 2026. The following statements are forward-looking and actual results could differ materially depending on market conditions and the factors set forth under "Forward-Looking Statements" below.


(in thousands, except per share amounts)						2026 Full Year Guidance
Net income per share						$0.74 - $0.77
Nareit FFO per share						$2.65 - $2.71
Core FFO per share						$2.71 - $2.77
Same-Center NOI growth						3.00% - 4.00%
Portfolio Activity:
Acquisitions, gross(1)						$400,000 - $500,000
Other:
Interest expense, net						$117,000 - $127,000
G&A expense						$49,000 - $53,000
Non-cash revenue items(2)						$19,000 - $21,000
Adjustments for collectibility						$5,000 - $8,000

(1)Includes the prorated portion owned through the Company’s unconsolidated joint ventures.

(2)Represents straight-line rental income and net amortization of above- and below-market leases.

The Company does not provide a reconciliation for same-center NOI estimates on a forward-looking basis because it is unable to provide a meaningful or reasonably accurate calculation or estimation of certain reconciling items which could be significant to the Company’s results without unreasonable effort.

The following table provides a reconciliation of the range of the Company's 2026 estimated net income to estimated Nareit FFO and Core FFO:


(Unaudited)	Low End		High End
Net income per common share	$	0.74	$	0.77
Depreciation and amortization of real estate assets	1.87		1.89

Adjustments related to unconsolidated joint ventures	0.04		0.05
Nareit FFO per common share	$	2.65	$	2.71
Depreciation and amortization of corporate assets	0.01		0.01
Transaction costs and other	0.05		0.05
Core FFO per common share	$	2.71	$	2.77

Conference Call and Webcast Details

PECO will host a conference call and webcast on Friday, February 6, 2026 at 12:00 p.m. Eastern Time to discuss fourth quarter and full year 2025 results and provide further business updates. Chairman and Chief Executive Officer Jeff Edison, President Bob Myers and Chief Financial Officer John Caulfield will host the conference call and webcast. Dial-in and webcast information is below.

Fourth Quarter and Full Year 2025 Earnings Conference Call and Webcast Details:

Date: Friday, February 6, 2026

Time: 12:00 p.m. Eastern Time

Toll-Free Dial-In Number: (800) 715-9871

International Dial-In Number: (646) 307-1963

Conference ID: 4551083

Webcast: Fourth Quarter and Full Year 2025 Webcast Link

An audio replay of the webcast will be available approximately one hour after the conclusion of the conference call using the webcast link above.

For more information on the Company’s financial results, please refer to the Company’s 2025 Annual Report on Form 10-K, to be filed with the SEC on or around February 10, 2026.

Connect with PECO

For additional information, please visit https://www.phillipsedison.com/

Follow PECO on:

•X at https://x.com/PhillipsEdison

•Facebook at https://www.facebook.com/phillipsedison.co

•Instagram at https://www.instagram.com/phillips.edison/; and

•Find PECO on LinkedIn at https://www.linkedin.com/company/phillipsedison&company

About Phillips Edison & Company

Phillips Edison & Company, Inc. (“PECO”) is one of the nation’s largest owners and operators of high-quality, grocery-anchored neighborhood shopping centers. Founded in 1991, PECO has generated strong results through its vertically-integrated operating platform and national footprint of well-occupied shopping centers. PECO’s centers feature a mix of national and regional retailers providing necessity-based goods and services in fundamentally strong markets throughout the United States. PECO’s top grocery anchors include Kroger, Publix, Albertsons and Ahold Delhaize. As of December 31, 2025, PECO managed 324 shopping centers, including 297 wholly-owned centers comprising 33.5 million square feet across 31 states and 27 shopping centers owned in three institutional joint ventures. PECO is focused on creating great omni-channel, grocery-anchored shopping experiences and improving communities, one neighborhood shopping center at a time.

PECO uses, and intends to continue to use, its Investors website, which can be found at https://investors.phillipsedison.com, as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD.

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2025 AND 2024

(In thousands, except per share amounts)


	2025		2024
ASSETS
Investment in real estate:
Land and improvements	$	1,963,735	$	1,867,227
Building and improvements	4,305,174		4,085,713
In-place lease assets	538,324		523,209
Above-market lease assets	77,551		76,359
Total investment in real estate assets	6,884,784		6,552,508
Accumulated depreciation and amortization	(1,957,569)		(1,771,052)
Net investment in real estate assets	4,927,215		4,781,456
Investment in unconsolidated joint ventures	42,561		31,724
Total investment in real estate assets, net	4,969,776		4,813,180
Cash and cash equivalents	3,544		4,881
Restricted cash	39,768		3,768
Goodwill	29,066		29,066
Other assets, net	244,284		195,328
Total assets	$	5,286,438	$	5,046,223

LIABILITIES AND EQUITY
Liabilities:
Debt obligations, net	$	2,375,328	$	2,109,543
Below-market lease liabilities, net	118,356		116,096
Accounts payable and other liabilities	180,332		163,692
Deferred income	23,044		22,907
Total liabilities	2,697,060		2,412,238
Commitments and contingencies	—		—
Equity:
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at December 31, 2025 and 2024	—		—
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 125,788 and 125,120 shares issued and outstanding at December 31, 2025 and 2024, respectively	1,258		1,251
Additional paid-in capital	3,664,205		3,646,801
Accumulated other comprehensive income	358		4,305
Accumulated deficit	(1,379,252)		(1,332,435)
Total stockholders’ equity	2,286,569		2,319,922
Noncontrolling interests	302,809		314,063
Total equity	2,589,378		2,633,985
Total liabilities and equity	$	5,286,438	$	5,046,223

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2025 AND 2024

(In thousands, except per share amounts)


	Three Months Ended December 31,				Year Ended December 31,
	2025		2024		2025		2024
Revenues:
Rental income	$	183,243	$	169,455	$	709,186	$	647,589
Fees and management income	3,378		2,788		12,751		10,731
Other property income	1,240		805		4,657		3,072
Total revenues	187,861		173,048		726,594		661,392
Operating Expenses:
Property operating	34,194		31,172		123,649		112,633
Real estate taxes	21,503		19,787		86,087		77,684
General and administrative	13,878		11,551		51,638		45,611
Depreciation and amortization	64,294		63,310		266,374		253,016

Total operating expenses	133,869		125,820		527,748		488,944
Other:
Interest expense, net	(28,403)		(25,036)		(110,338)		(96,990)
Gain (loss) on disposal of property, net	28,992		4		38,790		(30)
Other expense, net	(1,986)		(2,015)		(4,330)		(5,732)
Net income	52,595		20,181		122,968		69,696
Net income attributable to noncontrolling interests	(5,070)		(2,039)		(11,665)		(7,011)
Net income attributable to stockholders	$	47,525	$	18,142	$	111,303	$	62,685
Earnings per share of common stock:
Net income per share attributable to stockholders - basic and diluted	$	0.38	$	0.15	$	0.89	$	0.51

Discussion and Reconciliation of Non-GAAP Measures

Same-Center Net Operating Income

The Company presents Same-Center NOI as a supplemental measure of its performance. The Company defines NOI as total operating revenues, adjusted to exclude non-cash revenue items, less property operating expenses and real estate taxes. For the three months and years ended December 31, 2025 and 2024, Same-Center NOI represents the NOI for the 272 properties that were wholly-owned for the entirety of both calendar year periods being compared. The Company believes Same-Center NOI provides useful information to its investors about its 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). Because Same-Center NOI excludes the change in NOI from properties acquired or disposed of after December 31, 2023, 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, PECO’s Same-Center NOI may not be comparable to other REITs.

Same-Center NOI should not be viewed as an alternative measure of the Company’s financial performance as it does not reflect the operations of its entire portfolio, nor does it reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of the Company’s properties that could materially impact its results from operations.

Nareit Funds from Operations and Core Funds from Operations

Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance. The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as net income (loss) computed in accordance with GAAP, excluding: (i) gains (or losses) from sales of property and gains (or losses) from change in control; (ii) depreciation and amortization related to real estate; and (iii) impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect Nareit FFO on the same basis. The Company calculates Nareit FFO in a manner consistent with the Nareit definition.

Core FFO is an additional financial performance measure used by the Company as Nareit FFO includes certain non-comparable items that affect its performance over time. The Company believes that Core FFO is helpful in assisting management and investors with the assessment of the sustainability of operating performance in future periods, and that it is more reflective of its core operating performance and provides an additional measure to compare PECO’s performance across reporting periods on a consistent basis by excluding items that may cause short-term fluctuations in net income (loss). To arrive at Core FFO, the Company adjusts Nareit FFO 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.

Nareit FFO and Core FFO should not be considered alternatives to net income (loss) under GAAP, as an indication of the Company’s liquidity, nor as an indication of funds available to cover its cash needs, including its ability to fund distributions. Core FFO may not be a useful measure of the impact of long-term operating performance on value if the Company does not continue to operate its business plan in the manner currently contemplated.

Accordingly, Nareit FFO and Core FFO should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. The Company’s Nareit FFO and Core FFO, as presented, may not be comparable to amounts calculated by other REITs.

Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate and Adjusted EBITDAre

Nareit defines Earnings Before Interest, Taxes, Depreciation, and Amortization for Real Estate (“EBITDAre”) as 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.

Adjusted EBITDAre is an additional performance measure used by the Company as EBITDAre includes certain non-comparable items that affect the Company’s performance over time. To arrive at Adjusted EBITDAre, the Company excludes certain recurring and non-recurring items from EBITDAre, 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 Company uses EBITDAre and Adjusted EBITDAre as additional measures of operating performance which allow it to compare earnings independent of capital structure, determine debt service and fixed cost coverage, and measure enterprise value. Additionally, the Company believes they are a useful indicator of its ability to support its debt obligations. EBITDAre and Adjusted EBITDAre should not be considered as alternatives to net income (loss), as an indication of the Company’s liquidity, nor as an indication of funds available to cover its cash needs, including its ability to fund distributions. Accordingly, EBITDAre and Adjusted EBITDAre should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. The Company’s EBITDAre and Adjusted EBITDAre, as presented, may not be comparable to amounts calculated by other REITs.

Same-Center Net Operating Income—The table below compares Same-Center NOI (dollars in thousands):


	Three Months Ended December 31,				Favorable (Unfavorable)				Year Ended December 31,				Favorable (Unfavorable)
	2025		2024		$ Change		% Change		2025		2024		$ Change		% Change
Revenues:
Rental income(1)	$	119,933	$	116,091	$	3,842			$	475,261	$	460,618	$	14,643
Tenant recovery income	40,978		39,407		1,571				154,059		147,687		6,372
Reserves for uncollectibility(2)	(1,433)		(876)		(557)				(4,939)		(4,844)		(95)
Other property income	1,197		760		437				3,793		2,842		951
Total revenues	160,675		155,382		5,293		3.4	%	628,174		606,303		21,871		3.6	%
Operating expenses:
Property operating expenses	25,493		24,626		(867)				96,540		93,699		(2,841)
Real estate taxes	19,260		18,435		(825)				76,955		74,533		(2,422)
Total operating expenses	44,753		43,061		(1,692)		(3.9)	%	173,495		168,232		(5,263)		(3.1)	%
Total Same-Center NOI	$	115,922	$	112,321	$	3,601	3.2	%	$	454,679	$	438,071	$	16,608	3.8	%

(1)Excludes straight-line rental income, net amortization of above- and below-market leases, and lease buyout income.

(2)Includes billings that will not be recognized as revenue until cash is collected or the Neighbor resumes regular payments and/or the Company deems it appropriate to resume recording revenue on an accrual basis, rather than on a cash basis.

Same-Center Net Operating Income Reconciliation—Below is a reconciliation of Net Income to NOI and Same-Center NOI (in thousands):


	Three Months Ended December 31,				Year Ended December 31,
	2025		2024		2025			2024
Net income	$	52,595	$	20,181	$	122,968		$	69,696
Adjusted to exclude:
Fees and management income	(3,378)		(2,788)		(12,751)			(10,731)
Straight-line rental income(1)	(2,852)		(3,061)		(10,705)			(9,646)
Net amortization of above- and below-market leases	(2,367)		(1,855)		(8,643)			(6,587)
Lease buyout income	(455)		(23)		(2,517)			(867)
General and administrative expenses	13,878		11,551		51,638			45,611
Depreciation and amortization	64,294		63,310		266,374			253,016

Interest expense, net	28,403		25,036		110,338			96,990
(Gain) loss on disposal of property, net	(28,992)		(4)		(38,790)			30
Other expense, net	1,986		2,015		4,330			5,732
Property operating expenses related to fees and management income	1,219		995		4,111			3,323
NOI for real estate investments	124,331		115,357		486,353			446,567
Less: Non-same-center NOI(2)	(8,409)		(3,036)		(31,674)			(8,496)
Total Same-Center NOI	$	115,922	$	112,321	$	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.

(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—The following table presents the Company’s calculation of Nareit FFO and Core FFO and provides additional information related to its operations (in thousands, except per share amounts):


	Three Months Ended December 31,				Year Ended December 31,
	2025		2024		2025			2024
Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders
Net income	$	52,595	$	20,181	$	122,968		$	69,696
Adjustments:
Depreciation and amortization of real estate assets	63,926		62,876		264,834			251,250

(Gain) loss on disposal of property, net	(28,992)		(4)		(38,790)			30
Adjustments related to unconsolidated joint ventures	1,242		740		4,076			2,795
Nareit FFO attributable to stockholders and OP unit holders	$	88,771	$	83,793	$	353,088		$	323,771
Calculation of Core FFO Attributable to Stockholders and OP Unit Holders
Nareit FFO attributable to stockholders and OP unit holders	$	88,771	$	83,793	$	353,088		$	323,771
Adjustments:
Depreciation and amortization of corporate assets	368		434		1,540			1,766


Transaction and acquisition expenses	1,519		1,492		5,523			4,993
Loss on extinguishment or modification of debt and other, net	89		60		90		—	1,290
Adjustments related to unconsolidated joint ventures	424		5		469			13
Realized performance income(1)	(30)		—		(30)			—
Core FFO attributable to stockholders and UP unit holders	$	91,141	$	85,784	$	360,680		$	331,833

Nareit FFO/Core FFO Attributable to Stockholders and OP Unit Holders per diluted share
Weighted-average shares of common stock outstanding - diluted	138,845		137,437		138,899			136,821
Nareit FFO attributable to stockholders and OP unit holders per share - diluted	$	0.64	$	0.61	$	2.54		$	2.37
Core FFO attributable to stockholders and OP unit holders per share - diluted	$	0.66	$	0.62	$	2.60		$	2.43

(1)Realized performance income includes fees received related to the achievement of certain performance targets in the Company’s NRP joint venture, which was dissolved in December 2025.

EBITDAre and Adjusted EBITDAre—The following table presents the Company’s calculation of EBITDAre and Adjusted EBITDAre (in thousands):


	Three Months Ended December 31,				Year Ended December 31,
	2025		2024		2025		2024
Calculation of EBITDAre
Net income	$	52,595	$	20,181	$	122,968	$	69,696
Adjustments:
Depreciation and amortization	64,294		63,310		266,374		253,016
Interest expense, net	28,403		25,036		110,338		96,990
(Gain) loss on disposal of property, net	(28,992)		(4)		(38,790)		30

Federal, state, and local tax expense	708		774		1,307		1,821
Adjustments related to unconsolidated joint ventures	1,904		1,088		6,200		4,025
EBITDAre	$	118,912	$	110,385	$	468,397	$	425,578
Calculation of Adjusted EBITDAre
EBITDAre	$	118,912	$	110,385	$	468,397	$	425,578
Adjustments:


Transaction and acquisition expenses	1,519		1,492		5,523		4,993
Adjustments related to unconsolidated joint ventures	15		5		60		13
Realized performance income(1)	(30)		—		(30)		—
Adjusted EBITDAre	$	120,416	$	111,882	$	473,950	$	430,584

(1)Realized performance income includes fees received related to the achievement of certain performance targets in the Company’s NRP joint venture, which was dissolved in December 2025.

Financial Leverage Ratios—The Company believes its net debt to Adjusted EBITDAre, net debt to total enterprise value, and debt covenant compliance as of December 31, 2025 allow it access to future borrowings as needed in the near term. The following table presents the Company’s calculation of net debt and total enterprise value, inclusive of its prorated portion of net debt and cash and cash equivalents owned through its 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.

(2)Fully diluted shares include common stock and OP units.

The following table presents the Company’s calculation of net debt to Adjusted EBITDAre and net debt to total enterprise value as of December 31, 2025 and 2024 (dollars in thousands):


	2025		2024
Net debt to Adjusted EBITDAre - annualized:
Net debt	$	2,451,809	$	2,160,856
Adjusted EBITDAre - annualized(1)	473,950		430,584
Net debt to Adjusted EBITDAre - 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 EBITDAre is based on a trailing twelve month period.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Phillips Edison & Company, Inc. (the “Company”) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Such forward-looking statements can generally be identified by the Company’s 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 of this earnings release. Such statements include, but are not limited to: (a) statements about the Company’s plans, strategies, initiatives, and prospects; (b) statements about the Company’s underwritten incremental yields; and (c) statements about the Company’s 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 the Company’s 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 the

Company’s portfolio to its tenants; (v) the financial stability of the Company’s tenants, including, without limitation, their ability to pay rent; (vi) the Company’s ability to pay down, refinance, restructure, or extend its indebtedness as it becomes due; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax, and other considerations; (xi) changes in tax, real estate, environmental, and zoning laws; (xii) information technology security breaches; (xiii) the Company’s corporate responsibility initiatives; (xiv) loss of key executives; (xv) the concentration of the Company’s portfolio in a limited number of industries, geographies, or investments; (xvi) the economic, political, and social impact of, and uncertainty relating to, pandemics or other health crises; (xvii) the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (xviii) the loss or bankruptcy of the Company’s tenants; (xix) to the extent the Company is seeking to dispose of properties, the Company’s ability to do so at attractive prices or at all; and (xx) the impact of tariffs and global trade disruptions on the Company, its tenants, and consumers, including the impact on inflation, supply chains, and consumer sentiment. Additional important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include the risk factors and other risks and uncertainties described in the Company’s 2025 Annual Report on Form 10-K, to be filed with the SEC on or around February 10, 2026, as updated from time to time in the Company’s periodic and/or current reports filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Therefore, such statements are not intended to be a guarantee of the Company’s performance in future periods.

Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Investors:

Kimberly Green, Head of Investor Relations

(513) 692-3399

kgreen@phillipsedison.com

Hannah Harper, Director of Investor Relations

(513) 824-7122

hharper@phillipsedison.com

###


Table of Contents

INTRODUCTORY NOTES			3

FINANCIAL RESULTS
Earnings Release			6
Overview of Results			11

FINANCIAL SUMMARY
Consolidated Balance Sheets			13
Consolidated Statements of Operations			14
Consolidated Statements of Operations (Quarterly)			15
Nareit FFO, Core FFO, and Adjusted FFO			16
Nareit FFO, Core FFO, and Adjusted FFO (Quarterly)			17
EBITDAre Metrics			18
EBITDAre Metrics (Quarterly)			19
Same-Center NOI Analysis			20
Joint Venture Summary and Financials			21
Supplemental Balance Sheet Detail			22
Supplemental Statement of Operations Detail			23
Capital Expenditures			24
Capital Projects			25
Capitalization and Debt Ratios			27
Summary of Outstanding Debt			28
Debt Overview and Schedule of Maturities			29
Covenant Disclosures			30

TRANSACTIONAL SUMMARY
Acquisition and Disposition Summary			32

PORTFOLIO SUMMARY
Wholly-Owned Portfolio Summary			35
ABR by Neighbor Category			36
Occupancy and ABR			37
Top 25 Neighbors by ABR			38
Neighbors by Type and Industry			39
Properties by State			40
New, Renewal, and Option Lease Summary			41
Lease Expirations			42
Property List			43

ADDITIONAL DISCLOSURES
Earnings Guidance			61
Components of NAV			62
Glossary of Terms			63

INVESTOR INFORMATION			66


Phillips Edison & Company						2


Introductory Notes


SUPPLEMENTAL INFORMATION

Phillips Edison & Company, Inc. (“we,” the “Company,” “our,” “us,” or “PECO”) is one of the nation’s largest owners and operators of high-quality, grocery-anchored neighborhood shopping centers. The enclosed information should be read in conjunction with our filings with the U.S. Securities and Exchange Commission (“SEC”), including, but not limited to, our Form 10-Qs filed quarterly and Form 10-Ks filed annually. Additionally, the enclosed information does not purport to disclose all items required under Generally Accepted Accounting Principles (“GAAP”).


CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This supplemental disclosure contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Such forward-looking statements can generally be identified by the Company’s 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 of this supplemental disclosure. Such statements include, but are not limited to: (a) statements about the Company’s plans, strategies, initiatives, and prospects; (b) statements about the Company’s underwritten incremental yields; and (c) statements about the Company’s 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 the Company’s 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 the Company’s portfolio to its tenants; (v) the financial stability of the Company’s tenants, including, without limitation, their ability to pay rent; (vi) the Company’s ability to pay down, refinance, restructure, or extend its indebtedness as it becomes due; (vii) increases in the Company’s borrowing costs as a result of changes in interest rates and other factors; (viii) potential liability for environmental matters; (ix) damage to the Company’s properties from catastrophic weather and other natural events, and the physical effects of climate change; (x) the Company’s ability and willingness to maintain its qualification as a REIT in light of economic, market, legal, tax, and other considerations; (xi) changes in tax, real estate, environmental, and zoning laws; (xii) information technology security breaches; (xiii) the Company’s corporate responsibility initiatives; (xiv) loss of key executives; (xv) the concentration of the Company’s portfolio in a limited number of industries, geographies, or investments; (xvi) the economic, political, and social impact of, and uncertainty relating to, pandemics or other health crises; (xvii) the Company’s ability to re-lease its properties on the same or better terms, or at all, in the event of non-renewal or in the event the Company exercises its right to replace an existing tenant; (xviii) the loss or bankruptcy of the Company’s tenants; (xix) to the extent the Company is seeking to dispose of properties, the Company’s ability to do so at attractive prices or at all; and (xx) the impact of tariffs and global trade disruptions on the Company, its tenants, and consumers, including the impact on inflation, supply chains, and consumer sentiment.

Additional important factors that could cause actual results to differ are described in the filings made from time to time by the Company with the SEC and include the risk factors and other risks and uncertainties described in the Company’s 2025 Annual Report on Form 10-K, to be filed with the SEC on or around February 10, 2026, which is accessible on the SEC’s website at www.sec.gov. Except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this supplement to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting such forward-looking statements.


NOTICE REGARDING NON-GAAP FINANCIAL MEASURES

In addition to GAAP measures, this supplemental disclosure contains and refers to certain non-GAAP measures. We do not consider our non-GAAP measures included in our Glossary of Terms to be alternatives to measures required in accordance with GAAP. Certain non-GAAP measures should not be viewed as an alternative measure of our financial performance as they may not reflect the operations of our entire portfolio, and they may not reflect the impact of general and administrative expenses, depreciation and amortization, interest expense, other income (expense), or the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties that could materially impact our results from operations. Additionally, certain non-GAAP measures should not be considered as an indication of our liquidity, nor as an indication of funds available to cover our cash needs, including our ability to fund distributions, and may not be a useful measure of the impact of long-term operating performance on value if we do not continue to operate our business in the manner currently contemplated. Accordingly, non-GAAP measures should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP. Other REITs may use different methodologies for calculating similar non-GAAP measures, and accordingly, our non-GAAP measures may not be comparable to other REITs. Reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are included in this supplemental disclosure on pages 16-20 and definitions of our non-GAAP measures are included in our Glossary of Terms beginning on page 63.


Phillips Edison & Company						3


Introductory Notes


PRO RATA FINANCIAL INFORMATION

We may present our consolidated financial information inclusive of our prorated portion owned through unconsolidated joint ventures. The presentation of pro rata financial information has limitations as an analytical tool, which include but are not limited to: (i) amounts shown on individual line items were calculated by applying our overall economic ownership interest percentage determined when applying the equity method of accounting, and may not represent our legal claim to the assets and liabilities, or the revenues and expenses; and (ii) other REITs may use different methodologies for calculating their pro rata interest. Accordingly, pro rata financial information should be reviewed in connection with other GAAP measurements, and should not be viewed as more prominent measures of performance than net income (loss) or cash flows from operations prepared in accordance with GAAP.


Phillips Edison & Company						4


FINANCIAL RESULTS
Three and Twelve Months Ended December 31, 2025


Phillips Edison & Company						5


Earnings Release Unaudited