Form 8-K

8-K — Phillips Edison & Company, Inc.

Accession: 0001476204-26-000048

Filed: 2026-10-02

Period: 2026-10-01

CIK: 0001476204

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — cik0001476204-20261001.htm (Primary)

EX-99.1 (earningsguidanceupdateex991.htm)

EX-99.2 (grpiexpansionexhibit992.htm)

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8-K

8-K (Primary)

Filename: cik0001476204-20261001.htm · Sequence: 1

cik0001476204-20261001

☐000147620400014762042026-10-012026-10-01

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): October 1, 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 7.01 Regulation FD Disclosure.

On October 1, 2026, Phillips Edison & Company, Inc. (the "Company") issued a press release reaffirming its full year 2026 earnings guidance, updating its expectations for gross acquisition and disposition volume and providing its expectations for net contributions to joint ventures. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On October 1, 2026, the Company issued a press release announcing the expansion of its joint venture with Northwestern Mutual through a transaction valued at approximately $377.5 million. The press release contains additional information regarding the transaction. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is 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 October 1, 2026

99.2

Press Release dated October 1, 2026

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: October 1, 2026 By: /s/ Jennifer L. Robison

Jennifer L. Robison

Chief Accounting Officer and Senior Vice President

(Principal Accounting Officer)

EX-99.1

Filename: earningsguidanceupdateex991.htm · Sequence: 2

Document

Exhibit 99.1

Phillips Edison & Company Reaffirms Full Year 2026 Earnings Guidance;

Increases Full Year 2026 Gross Acquisitions Guidance; Provides Investment Update

provided an update on full year 2026 investment activity, reaffirmed 2026 earnings guidance and updated 2026 acquisitions guidance.

2026 Investment Activity and Guidance Highlights:

•Year to date through September 30, 2026, acquired $459.7 million in assets at PECO’s total prorated share and sold $174.0 million in assets

•Increased full year 2026 gross acquisitions guidance reflects a range of $600 million to $700 million

•Increased full year 2026 disposition expectations reflect a range of $200 million to $250 million

•Provided expectations for net contributions to joint ventures in a range of $200 million to $250 million

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

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

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

Jeff Edison, Chairman and Chief Executive Officer of PECO stated: “Our recently announced expanded joint venture with Northwestern Mutual reflects our commitment to match-funding on a larger scale, which allows PECO to maintain an investment in high-quality, stabilized assets while generating proceeds to acquire grocery-anchored centers and Everyday Retail™ centers with strong long-term growth profiles. In addition, we’re pleased to reaffirm our guidance for full year 2026 Core FFO per share growth, which reflects 6.2% year-over-year growth at the midpoint. We’re able to do this while maintaining balance sheet strength and a disciplined approach to investing that have always defined PECO.”

2026 Guidance

PECO updated its full year 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.

(in thousands, except per share amounts)

Updated Full Year

2026 Guidance and Expectations

Previous Full Year

2026 Guidance and Expectations

Net income per share - diluted $0.95 - $0.97 $0.95 - $0.97

Nareit FFO per share - diluted $2.67 - $2.72 $2.67 - $2.72

Core FFO per share - diluted $2.73 - $2.79 $2.73 - $2.79

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

Portfolio Activity:

Acquisitions, gross(1)

$600,000 - $700,000 $500,000 - $600,000

Dispositions $200,000 - $250,000 $100,000 - $200,000

Contributions to joint ventures, net $200,000 - $250,000 N/A

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

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

The above statements are forward-looking and actual results could differ materially depending on market conditions and the factors set forth under "Forward-Looking Statements" below.

The Company plans to provide an update on additional full year 2026 guidance components in conjunction with its Third Quarter 2026 earnings results on Monday, October 26, 2026.

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.

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 press 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

EX-99.2

Filename: grpiexpansionexhibit992.htm · Sequence: 3

Document

Exhibit 99.2

Phillips Edison & Company Announces $377.5 Million Expansion of

Joint Venture with Northwestern Mutual

Expansion Recognizes the Strength of PECO’s Operating Platform while Generating Capital for PECO to Acquire Properties with Strong Growth Profiles

CINCINNATI – Oct. 1, 2026 – Phillips Edison & Company, Inc. (Nasdaq: PECO) (“PECO”), one of the nation’s largest owners and operators of high-quality, grocery-anchored neighborhood shopping centers, today announced an amended and restated joint venture partnership with Northwestern Mutual, one of the largest commercial real estate mortgage and equity investors in the U.S., which extends the term of the venture, Grocery Retail Partners I LLC (“GRP I”), by 10 years to 2036.

The expanded joint venture will acquire 13 high-quality, grocery-anchored shopping centers currently owned and operated by PECO across eight states. The portfolio is valued at approximately $377.5 million. Northwestern Mutual and PECO will retain approximately 86% and 14% interest in the joint venture, respectively. PECO will continue to provide leasing, asset management and property management services for the joint venture, in addition to earning recurring fees related to these services. The expansion creates incremental investment capacity for PECO to fund future acquisitions, development and redevelopment opportunities.

Jeff Edison, Chairman and Chief Executive Officer of PECO, stated: “Expanding our partnership with Northwestern Mutual, one of the country’s largest and most experienced commercial real estate investors, demonstrates continued institutional demand for high-quality, grocery-anchored shopping centers.”

The 13 assets are located in suburban neighborhoods and are merchandised with a strong line-up of necessity-based goods and services, including dominant grocers, restaurants and medical retail, as well as health, wellness and personal service uses.

Edison added, “In addition to the durable fee revenue generated, this expanded joint venture advances PECO’s capital allocation strategy by monetizing value from high-quality, stabilized assets and redeploying that capital into grocery-anchored and Everyday Retail™ opportunities with strong growth potential. PECO’s joint venture partnerships play a key role in our long-term growth and commitment to delivering stakeholder value. We’re able to do this while maintaining balance sheet strength and a disciplined approach to investing that have always defined PECO.”

The expansion will occur in stages with this initial stage seeding approximately half of the assets into the venture. Additional transfers under the existing agreement are expected to be completed by early 2027, and the timing and composition of future closings may change.

Following the completion of the expanded joint venture, PECO’s unconsolidated joint venture portfolio is expected to include more than 40 shopping centers across 17 states and will be valued at approximately $1.2 billion of assets under management.

About Northwestern Mutual

Northwestern Mutual has been helping people and businesses achieve financial security for more than 165 years. Through a comprehensive planning approach, Northwestern Mutual combines the expertise of its financial professionals with a personalized digital experience and industry-leading products to help its clients plan for what's most important. With more than $780 billion of total assets1 managed across the company's institutional portfolio as well as retail investment client portfolios, more than $40 billion in revenues, and $2.5 trillion worth of life insurance protection in force, Northwestern Mutual delivers financial security to more than five million people with life insurance, disability income insurance, long-term care insurance, annuities, and brokerage and advisory services. Northwestern Mutual ranked 109 on the 2026 FORTUNE 500 and was recognized by FORTUNE® as one of the "World's Most Admired" life insurance companies in 2026.

Learn more at https://www.northwesternmutual.com.

Northwestern Mutual is the marketing name for The Northwestern Mutual Life Insurance Company (NM), Milwaukee, WI (life and disability insurance, annuities, and life insurance with long-term care benefits) and its subsidiaries. Subsidiaries include Northwestern Mutual Investment Services, LLC (NMIS) (investment brokerage services), broker-dealer, registered investment adviser, member FINRA and SIPC; the Northwestern Mutual Wealth Management Company® (NMWMC) (investment advisory and services), federal savings bank; and Northwestern Long Term Care Insurance Company (NLTC) (long-term care insurance). Not all Northwestern Mutual representatives are advisors. Only those representatives with "Advisor" in their title or who otherwise disclose their status as an advisor of NMWMC are credentialed as NMWMC representatives to provide investment advisory services.

1 Includes investments and separate account assets of Northwestern Mutual as well as retail investment assets held or managed for clients.

About Phillips Edison & Company

Forward-Looking Statements

This press release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 press release. 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 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. 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

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