Form 8-K

8-K — Phillips Edison & Company, Inc.

Accession: 0001476204-26-000030

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001476204

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — cik0001476204-20260723.htm (Primary)

EX-99.1 (pecopressreleaseex991q22026.htm)

EX-99.2 (q22026supplemental.htm)

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8-K

8-K (Primary)

Filename: cik0001476204-20260723.htm · Sequence: 1

cik0001476204-20260723

☐000147620400014762042026-07-232026-07-23

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): July 23, 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 July 23, 2026, Phillips Edison & Company, Inc. (the “Company”) issued a press release announcing its results for the quarter ended June 30, 2026. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Company’s Second Quarter 2026 Supplemental Disclosure is attached hereto as Exhibit 99.2 and incorporated herein by reference. The Company will host a conference call on Friday, July 24, 2026, at 12:00 p.m. Eastern Time to discuss the second quarter 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/567879465, 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 July 23, 2026

99.2

Second Quarter 2026 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: July 23, 2026 By: /s/ Jennifer L. Robison

Jennifer L. Robison

Chief Accounting Officer and Senior Vice President

(Principal Accounting Officer)

EX-99.1

Filename: pecopressreleaseex991q22026.htm · Sequence: 2

Document

Phillips Edison & Company Reports

Second Quarter 2026 Results

CINCINNATI - July 23, 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 period ended June 30, 2026 and provided updated 2026 earnings guidance. For the three and six months ended June 30, 2026, net income attributable to stockholders was $41.1 million, or $0.33 per diluted share, and $71.5 million, or $0.56 per diluted share,

respectively.

Highlights for the Second Quarter and Subsequent

•Reported Nareit FFO of $0.67 per diluted share, representing 8.1% year-over-year growth

•Reported Core FFO of $0.69 per diluted share, representing 7.8% year-over-year growth

•Increased same-center NOI year-over-year by 3.8%

•The increased midpoint of full year 2026 Nareit FFO per diluted share guidance represents 6.3% year-over-year growth

•The increased midpoint of full year 2026 Core FFO per diluted share guidance represents 6.2% year-over-year growth

•The increased midpoint of full year 2026 same-center NOI guidance represents 3.7% year-over-year growth

•Increased full year 2026 gross acquisitions guidance reflects a range of $500 million to $600 million

•Reported strong leased portfolio occupancy of 97.3% and same-center leased portfolio occupancy of 97.5%

•Reported record-high leased inline occupancy and record-high same-center leased inline occupancy of 95.5%

•Executed comparable portfolio new leases at a rent spread of 33.7% and comparable inline new leases at a rent spread of 32.2% during the quarter

•Executed comparable portfolio and inline renewal leases at a rent spread of 21.2% during the quarter

•Acquired six shopping centers and one outparcel for a total of $152.4 million at PECO’s total prorated share and sold $64.6 million in assets

•Generated net proceeds of $85.3 million through the issuance of 2.0 million common shares at a gross weighted average price of $42.06 per common share through PECO’s ATM program

•Subsequent to quarter end, sold $39.7 million in assets

•Subsequent to quarter end, generated net proceeds of $6.4 million through the issuance of 0.2 million common shares at a gross weighted average price of $42.20 per common share through PECO’s ATM program

Management Commentary

Jeff Edison, Chairman and Chief Executive Officer of PECO stated: “Our second quarter results demonstrate the strength of PECO’s high-quality portfolio and our ability to convert strong operating fundamentals into long-term earnings growth. We continue to generate Alpha through occupancy gains, acquisitions, rent spreads, retention, development, redevelopment and portfolio recycling. We are able to do this while maintaining balance sheet discipline and a thoughtful approach to investing that have always defined PECO.”

Edison added: “Our confidence in our business is reflected in our increased guidance. The increased midpoint of 2026 Core FFO per diluted share guidance represents 6.2% year-over-year growth, and increased 2026 gross acquisitions guidance reflects a range of $500 million to $600 million. We are well positioned for strong growth in 2027 and beyond. We believe PECO offers investors a compelling opportunity for more Alpha with less Beta.”

Financial Results

Net Income

Second quarter 2026 net income attributable to stockholders totaled $41.1 million, or $0.33 per diluted share, compared to net income of $12.8 million, or $0.10 per diluted share, during the second quarter of 2025.

For the six months ended June 30, 2026, net income attributable to stockholders totaled $71.5 million, or $0.56 per diluted share, compared to net income of $39.1 million, or $0.31 per diluted share, for the same period in 2025.

Nareit FFO

Second quarter 2026 funds from operations attributable to stockholders and operating partnership (“OP”) unit holders as defined by Nareit (“Nareit FFO”) increased 9.0% to $93.7 million, or $0.67 per diluted share, compared to $86.0 million, or $0.62 per diluted share, during the second quarter of 2025.

For the six months ended June 30, 2026, Nareit FFO increased 6.6% to $186.6 million, or $1.34 per diluted share, compared to $175.1 million, or $1.26 per diluted share, during the same period in 2025.

Core FFO

Second quarter 2026 core funds from operations attributable to stockholders and OP unit holders (“Core FFO”) increased 8.3% to $95.5 million, or $0.69 per diluted share, compared to $88.2 million, or $0.64 per diluted share, during the second quarter of 2025.

For the six months ended June 30, 2026, Core FFO increased 7.2% to $191.9 million, or $1.38 per diluted share, compared to $179.0 million, or $1.29 per diluted share, for the same period in 2025.

Same-Center NOI

Second quarter 2026 same-center net operating income (“NOI”) increased 3.8% to $120.6 million, compared to $116.2 million during the second quarter of 2025.

For the six months ended June 30, 2026, same-center NOI increased 3.7% to $242.1 million, compared to $233.6 million during the same period in 2025.

Portfolio Overview

Portfolio Statistics

As of June 30, 2026, PECO’s wholly-owned portfolio consisted of 302 properties, totaling approximately 33.9 million square feet, located in 31 states. This compared to 303 properties, totaling approximately 34.0 million square feet, located in 31 states as of June 30, 2025.

Leased portfolio occupancy was 97.3% as of June 30, 2026, compared to 97.4% as of June 30, 2025. Same-center leased portfolio occupancy was 97.5% as of June 30, 2026, compared to 97.6% as of June 30, 2025.

Leased anchor occupancy was 98.4% as of June 30, 2026, compared to 98.9% as of June 30, 2025. Same-center leased anchor occupancy was 98.5% as of June 30, 2026, compared to 99.0% as of June 30, 2025.

Leased inline occupancy was a record-high 95.5% as of June 30, 2026, compared to 94.8% as of June 30, 2025. Same-center leased inline occupancy was a record-high of 95.5% as of June 30, 2026, compared to 95.0% as of June 30, 2025.

Leasing Activity

During the second quarter of 2026, a record-high 304 leases were executed totaling approximately 1.2 million square feet. This compared to 276 leases executed totaling approximately 1.4 million square feet during the second quarter of 2025.

For the six months ended June 30, 2026, 550 leases were executed totaling approximately 2.8 million square feet. This compared to 510 leases executed totaling approximately 2.9 million square feet during the same period in 2025.

During the second quarter of 2026, comparable rent spreads, which represent the percentage increase of a lease to the expiring lease of a unit that was occupied within the past twelve months, were 21.2% for renewal leases, 33.7% for new leases and 24.8% combined.

Comparable rent spreads during the six months ended June 30, 2026 were 34.5% for new leases, 21.2% for renewal leases and 24.6% combined.

Transaction Activity - Wholly-Owned

During the second quarter of 2026, the Company acquired $141.4 million in assets, which included five shopping centers. 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.

The second quarter 2026 acquisitions included:

•Renton Highlands Shopping Center, a 54,008 square foot shopping center anchored by Safeway located in a Seattle, Washington suburb.

•Prairieview Center, a 118,171 square foot shopping center anchored by Lunds & Byerlys located in a Minneapolis, Minnesota suburb.

•Firethorne Plaza, a 29,986 square foot Everyday Retail™ center located in a Houston, Texas suburb.

•Shops at Prosper Trail, a 86,698 square foot shopping center anchored by Kroger located in a Dallas, Texas suburb.

•Chaska Commons, a 155,543 square foot shopping center anchored by Cub Foods located in a Minneapolis, Minnesota suburb.

During the same period, the Company sold $64.6 million in assets, which included two shopping centers and one land parcel.

For the six months ended June 30, 2026, the Company acquired $266.9 million in assets, which included ten shopping centers and one land parcel. During the same period, $86.9 million in assets were sold, which included four shopping centers and one land parcel.

Subsequent to quarter end, the Company sold three shopping centers for $39.7 million.

Transaction Activity - Joint Venture

During the second quarter of 2026, the Company acquired $11.0 million in assets at PECO’s total prorated share, which included one shopping center and one outparcel.

The second quarter 2026 acquisition included:

•Oracle Crossing, a 265,148 square foot shopping center anchored by Sprouts located in a Tucson, Arizona suburb, acquired through Necessity Retail Venture LLC.

Balance Sheet Highlights

As of June 30, 2026, the Company had approximately $857.3 million of total liquidity, comprised of $30.0 million of cash, cash equivalents and restricted cash, plus $827.3 million of borrowing capacity available on its $1.0 billion revolving credit facility.

As of June 30, 2026, the Company’s trailing twelve month net debt to annualized adjusted EBITDAre was 5.1x. This compared to 5.2x at December 31, 2025. As of June 30, 2026, the Company’s outstanding debt had a weighted-average interest rate of 4.4% and a weighted-average maturity of 5.6 years when including all extension options, and 95.9% of the Company’s total debt was fixed-rate debt, which includes PECO’s total prorated share of debt for its joint ventures.

During the second quarter of 2026, the Company generated net proceeds of $85.3 million after commissions through the issuance of 2.0 million common shares at a gross weighted average price of $42.06 per common share through its ATM program.

Subsequent to quarter end, the Company generated net proceeds of $6.4 million after commissions through the issuance of 0.2 million common shares at a gross weighted average price of $42.20 per common share through its ATM program.

2026 Guidance

PECO updated its 2026 earnings guidance, as summarized in the table below, which is based upon the Company’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) Q2 2026 YTD

Updated Full Year

2026 Guidance

Previous Full Year

2026 Guidance

Net income per share - diluted $0.56 $0.95 - $0.97 $0.79 - $0.81

Nareit FFO per share - diluted $1.34 $2.67 - $2.72 $2.66 - $2.71

Core FFO per share - diluted $1.38 $2.73 - $2.79 $2.72 - $2.78

Same-Center NOI growth 3.7% 3.40% - 4.00% 3.00% - 4.00%

Portfolio Activity:

Acquisitions, gross(1)

$277,940 $500,000 - $600,000 $400,000 - $500,000

Other:

Interest expense, net $59,166 $117,000 - $127,000 $117,000 - $127,000

G&A expense $25,518 $49,000 - $53,000 $49,000 - $53,000

Non-cash revenue items(2)

$11,218 $21,000 - $23,000 $19,000 - $21,000

Adjustments for collectibility $2,464 $4,000 - $7,000 $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 share attributable to stockholders - diluted

$ 0.95 $ 0.97

Depreciation and amortization of real estate assets 1.87 1.89

Gain on disposal of property, net (0.19) (0.19)

Adjustments related to unconsolidated joint ventures 0.04 0.05

Nareit FFO attributable to stockholders and OP unit holders

per share - diluted $ 2.67 $ 2.72

Depreciation and amortization of corporate assets 0.01 0.01

Loss on extinguishment or modification of debt and other, net 0.01 0.01

Transaction costs and other 0.04 0.05

Core FFO attributable to stockholders and OP unit holders

per share - diluted $ 2.73 $ 2.79

Conference Call and Webcast Details

PECO will host a conference call and webcast on Friday, July 24, 2026 at 12:00 p.m. Eastern Time to discuss second quarter 2026 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.

Second Quarter 2026 Earnings Conference Call and Webcast Details:

Date: Friday, July 24, 2026

Time: 12:00 p.m. ET

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

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

Conference ID: 4551083

Webcast: Second Quarter 2026 Webcast Link

Replay:

An audio replay will be available approximately one hour after the conclusion of the conference call using the webcast link above. The replay will be archived on PECO’s Investor Relations website under Events & Presentations.

For more information on the Company’s financial results, please refer to the Company’s Form 10-Q for the quarter ended June 30, 2026.

Connect with PECO

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

Follow PECO on:

•X at https://x.com/PhillipsEdison

•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 June 30, 2026, PECO managed 330 shopping centers, including 302 wholly-owned centers comprising 33.9 million square feet across 31 states and 28 shopping centers owned in three institutional joint ventures. PECO is focused on creating great 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 JUNE 30, 2026 AND DECEMBER 31, 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

June 30, 2026 December 31, 2025

ASSETS

Investment in real estate:

Land and improvements $ 1,997,878 $ 1,963,735

Building and improvements 4,437,900 4,305,174

In-place lease assets 549,076 538,324

Above-market lease assets 78,645 77,551

Total investment in real estate assets 7,063,499 6,884,784

Accumulated depreciation and amortization (2,020,828) (1,957,569)

Net investment in real estate assets 5,042,671 4,927,215

Investment in unconsolidated joint ventures 47,675 42,561

Total investment in real estate assets, net 5,090,346 4,969,776

Cash and cash equivalents 7,132 3,544

Restricted cash 22,824 39,768

Goodwill 29,066 29,066

Other assets, net 256,157 244,284

Real estate investments and other assets held for sale 39,388 —

Total assets $ 5,444,913 $ 5,286,438

LIABILITIES AND EQUITY

Liabilities:

Debt obligations, net $ 2,450,755 $ 2,375,328

Below-market lease liabilities, net 134,020 118,356

Accounts payable and other liabilities 155,303 180,332

Deferred income 35,585 23,044

Liabilities of real estate investments held for sale 1,095 —

Total liabilities 2,776,758 2,697,060

Equity:

Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at June 30, 2026 and December 31, 2025

— —

Common stock, $0.01 par value per share, 1,000,000 shares authorized, 128,425 and 125,788 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

1,284 1,258

Additional paid-in capital 3,762,738 3,664,205

Accumulated other comprehensive income 286 358

Accumulated deficit (1,390,016) (1,379,252)

Total stockholders’ equity 2,374,292 2,286,569

Noncontrolling interests 293,863 302,809

Total equity 2,668,155 2,589,378

Total liabilities and equity $ 5,444,913 $ 5,286,438

PHILLIPS EDISON & COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Condensed and Unaudited)

(In thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues:

Rental income $ 184,451 $ 173,467 $ 370,732 $ 347,650

Fees and management income 4,054 3,316 7,499 6,099

Other property income 1,114 970 2,129 2,315

Total revenues 189,619 177,753 380,360 356,064

Operating Expenses:

Property operating 32,083 29,322 65,073 59,258

Real estate taxes 22,513 21,279 44,580 42,358

General and administrative 13,575 12,922 25,518 25,008

Depreciation and amortization 66,840 71,203 132,371 136,477

Total operating expenses 135,011 134,726 267,542 263,101

Other:

Interest expense, net (29,394) (27,719) (59,166) (53,391)

Gain (loss) on disposal of property, net 19,390 (66) 26,207 5,543

Other income (expense), net 650 (990) (1,363) (1,970)

Net income 45,254 14,252 78,496 43,145

Net income attributable to noncontrolling interests (4,137) (1,468) (7,001) (4,052)

Net income attributable to stockholders $ 41,117 $ 12,784 $ 71,495 $ 39,093

Earnings per share of common stock:

Net income per share attributable to stockholders - basic $ 0.33 $ 0.10 $ 0.57 $ 0.31

Net income per share attributable to stockholders - diluted

$ 0.33 $ 0.10 $ 0.56 $ 0.31

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 and lease buyout income, less property operating expenses and real estate taxes. 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. 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, 2024, it highlights operating trends such as occupancy levels, rental rates, and operating costs for the Company’s 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 its 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 its 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 June 30, Favorable (Unfavorable) Six Months Ended June 30, Favorable (Unfavorable)

2026 2025 $ Change % Change 2026 2025 $ Change % Change

Revenues:

Rental income(1)

$ 125,739 $ 121,384 $ 4,355 $ 252,456 $ 244,460 $ 7,996

Tenant recovery income 39,571 38,615 956 80,634 78,485 2,149

Reserves for uncollectibility(2)

(818) (1,275) 457 (1,704) (2,499) 795

Other property income 642 826 (184) 1,620 2,033 (413)

Total revenues 165,134 159,550 5,584 3.5 % 333,006 322,479 10,527 3.3 %

Operating expenses:

Property operating expenses 23,963 23,737 (226) 50,042 49,170 (872)

Real estate taxes 20,553 19,580 (973) 40,818 39,752 (1,066)

Total operating expenses 44,516 43,317 (1,199) (2.8) % 90,860 88,922 (1,938) (2.2) %

Total Same-Center NOI $ 120,618 $ 116,233 $ 4,385 3.8 % $ 242,146 $ 233,557 $ 8,589 3.7 %

(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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net income

$ 45,254 $ 14,252 $ 78,496 $ 43,145

Adjusted to exclude:

Fees and management income (4,054) (3,316) (7,499) (6,099)

Straight-line rental income(1)

(3,259) (2,279) (6,142) (4,954)

Net amortization of above- and below-market leases (2,632) (2,128) (5,083) (4,072)

Lease buyout income (84) (179) (1,793) (1,918)

General and administrative expenses 13,575 12,922 25,518 25,008

Depreciation and amortization 66,840 71,203 132,371 136,477

Interest expense, net 29,394 27,719 59,166 53,391

(Gain) loss on disposal of property, net (19,390) 66 (26,207) (5,543)

Other (income) expense, net (650) 990 1,363 1,970

Property operating expenses related to fees and management income 1,910 1,007 3,991 1,903

NOI for real estate investments 126,904 120,257 254,181 239,308

Less: Non-same-center NOI(2)

(6,286) (4,024) (12,035) (5,751)

Total Same-Center NOI $ 120,618 $ 116,233 $ 242,146 $ 233,557

Period-end Same-Center Leased Occupancy % 97.5 % 97.6 %

(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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Calculation of Nareit FFO Attributable to Stockholders and OP Unit Holders

Net income

$ 45,254 $ 14,252 $ 78,496 $ 43,145

Adjustments:

Depreciation and amortization of real estate assets 66,471 70,806 131,653 135,703

(Gain) loss on disposal of property, net (19,390) 66 (26,207) (5,543)

Adjustments related to unconsolidated joint ventures 1,387 892 2,702 1,759

Nareit FFO attributable to stockholders and OP unit holders $ 93,722 $ 86,016 $ 186,644 $ 175,064

Calculation of Core FFO Attributable to Stockholders and OP Unit Holders

Nareit FFO attributable to stockholders and OP unit holders $ 93,722 $ 86,016 $ 186,644 $ 175,064

Adjustments:

Depreciation and amortization of corporate assets 369 397 718 774

Transaction and acquisition expenses 1,402 1,789 3,479 3,111

Loss on extinguishment or modification of debt and other, net — — 1,080 1

Adjustments related to unconsolidated joint ventures (3) 7 (28) 32

Core FFO attributable to stockholders and OP unit holders $ 95,490 $ 88,209 $ 191,893 $ 178,982

Nareit FFO/Core FFO Attributable to Stockholders and OP Unit Holders per Diluted Share

Weighted-average shares of common stock outstanding - diluted 139,193 138,910 139,133 138,929

Nareit FFO attributable to stockholders and OP unit holders per share - diluted $ 0.67 $ 0.62 $ 1.34 $ 1.26

Core FFO attributable to stockholders and OP unit holders per share - diluted $ 0.69 $ 0.64 $ 1.38 $ 1.29

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

Three Months Ended

June 30, Six Months Ended

June 30, Year Ended December 31,

2026 2025 2026 2025 2025

Calculation of EBITDAre

Net income

$ 45,254 $ 14,252 $ 78,496 $ 43,145 $ 122,968

Adjustments:

Depreciation and amortization 66,840 71,203 132,371 136,477 266,374

Interest expense, net 29,394 27,719 59,166 53,391 110,338

(Gain) loss on disposal of property, net (19,390) 66 (26,207) (5,543) (38,790)

Federal, state, and local tax expense 242 234 484 380 1,307

Adjustments related to unconsolidated joint ventures 2,150 1,366 4,198 2,644 6,200

EBITDAre

$ 124,490 $ 114,840 $ 248,508 $ 230,494 $ 468,397

Calculation of Adjusted EBITDAre

EBITDAre

$ 124,490 $ 114,840 $ 248,508 $ 230,494 $ 468,397

Adjustments:

Transaction and acquisition expenses 1,402 1,789 3,479 3,111 5,523

Adjustments related to unconsolidated joint ventures 45 7 24 32 60

Realized performance income(1)

— — — — (30)

Adjusted EBITDAre

$ 125,937 $ 116,636 $ 252,011 $ 233,637 $ 473,950

(1)Realized performance income includes fees received related to the achievement of certain performance targets in the Company’s Necessity Retail Partners 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 June 30, 2026 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 June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Net debt:

Total debt, excluding discounts, market adjustments, and deferred financing expenses $ 2,538,370 $ 2,456,933

Less: Cash and cash equivalents 9,439 5,124

Total net debt $ 2,528,931 $ 2,451,809

Enterprise value:

Net debt $ 2,528,931 $ 2,451,809

Total equity market capitalization(1)(2)

5,859,597 4,926,872

Total enterprise value $ 8,388,528 $ 7,378,681

(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.

(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 June 30, 2026 and December 31, 2025 (dollars in thousands):

June 30, 2026 December 31, 2025

Net debt to Adjusted EBITDAre - annualized:

Net debt $ 2,528,931 $ 2,451,809

Adjusted EBITDAre - annualized(1)

492,324 473,950

Net debt to Adjusted EBITDAre - annualized

5.1x 5.2x

Net debt to total enterprise value:

Net debt $ 2,528,931 $ 2,451,809

Total enterprise value 8,388,528 7,378,681

Net debt to total enterprise value 30.1% 33.2%

(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,” “commit,” 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 heightened geopolitical instability, international conflicts, 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, filed with the SEC on 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

EX-99.2

Filename: q22026supplemental.htm · Sequence: 3

Document

Table of Contents

INTRODUCTORY NOTES

FINANCIAL RESULTS

Earnings Release

Overview of Results

FINANCIAL SUMMARY

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Operations (Quarterly)

Consolidated Statements of Cash Flows

Nareit FFO, Core FFO, and Adjusted FFO

Nareit FFO, Core FFO, and Adjusted FFO (Quarterly)

EBITDAre Metrics

EBITDAre Metrics (Quarterly)

Same-Center NOI Analysis

Joint Venture Summary and Financials

Supplemental Balance Sheet Detail

Supplemental Statement of Operations Detail

Capital Expenditures

Capital Projects

Capitalization and Debt Ratios

Summary of Outstanding Debt

Debt Overview and Schedule of Maturities

Covenant Disclosures

TRANSACTIONAL SUMMARY

Acquisition and Disposition Summary

PORTFOLIO SUMMARY

Portfolio Summary

ABR by Neighbor Category

Occupancy and ABR

Top 25 Neighbors by ABR

Neighbors by Type and Industry

Properties by State

New, Renewal, and Option Lease Summary

Lease Expirations

Property List

ADDITIONAL DISCLOSURES

Earnings Guidance

Components of NAV

Glossary of Terms

INVESTOR INFORMATION

Phillips Edison & Company

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,” “commit,” 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 heightened geopolitical instability, international conflicts, 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, filed with the SEC on 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 17-21 and definitions of our non-GAAP measures are included in our Glossary of Terms beginning on page 65.

Phillips Edison & Company

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

FINANCIAL RESULTS

Three and Six Months Ended June 30, 2026

Phillips Edison & Company

Earnings Release

Unaudited