Phillips Edison Announces $400M At-the-Market Equity Offering Agreement

What Happened
On August 10, 2026, Phillips Edison & Company, Inc. and its Operating Partnership entered into a sales agreement with a syndicate of banks and broker-dealers to offer and sell up to $400.0 million of the Company’s common stock. Sales may be made from time to time on Nasdaq, in negotiated trades, or as “at‑the‑market” offerings; the agreement also contemplates separate forward sale agreements with certain banks. The offering is made under the Company’s shelf registration (File No. 333-284765) and a prospectus supplement dated August 10, 2026.

Key Details

• Maximum aggregate offering size: $400.0 million of common stock.
• Agents/roles: Morgan Stanley, BofA, Goldman Sachs, J.P. Morgan, Wells Fargo, and others acting as sales agents, principals and/or forward sellers; several banks may act as forward purchasers.
• Fees: Sales agent commissions up to 2.0% of gross sales; forward seller compensation (reduction to forward price) up to 2.0%.
• Forward sales and settlement: Company expects to fully physically settle any forward sale agreements but could choose cash or net share settlement (which could result in owing cash or shares). The Company will not initially receive proceeds from shares borrowed and sold by Forward Purchasers.
• Use of proceeds: Net proceeds from direct sales and cash proceeds from settled forward agreements will be contributed to the Operating Partnership to temporarily repay borrowings under the revolving credit facility, fund acquisitions, or for other general corporate purposes (including possible debt repayment or retirements).

Why It Matters
This filing authorizes an at‑the‑market equity program that gives Phillips Edison flexibility to raise capital up to $400M over time. For investors, incremental share issuances under the program (or settlement of forward agreements) can dilute existing ownership and may affect EPS and per‑share metrics. Proceeds are intended to improve liquidity and fund growth or debt reduction, which could strengthen the balance sheet or enable acquisitions. The timing, size and price of any sales are at the Company’s discretion and subject to market conditions and agent participation.