Phillips Edison & Co Inc美股招股说明书(2025-02-07版)

$250,000,000 PHILLIPS EDISON & COMPANY, INC. Common Stock This prospectus supplement relates to a sales agreement entered into on February 12, 2024 (as amended, and asmay be amended from time to time, the “sales agreement”) with Morgan Stanley & Co. LLC, BMO CapitalMarkets Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc.,Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBancCapital Markets Inc., Mizuho Securities USA LLC, Regions Securities LLC, Wedbush Securities Inc. and WellsFargo Securities, LLC (collectively, the “Agents”), and the Forward Sellers and Forward Purchasers (each asdefined below), relating to shares of our common stock, $0.01 par value per share (“common stock”), originallyregistered on Registration Statement No. 333-262627, initially filed on February 10, 2022. In accordance with theterms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $250.0 million from time to time through the Agents as our sales agents, or, if applicable, throughthe Forward Sellers, or to the Agents, acting as principals. As of the date of this prospectus, shares of ourcommon stock having an aggregate offering price of $72,800,000 have been offered and sold under the salesagreement, and as a result, shares of our common stock having an aggregate price of up to $177,200,000 remainavailable for offer and sale pursuant to this prospectus supplement and accompanying prospectus. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectusmay be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market (“Nasdaq”), innegotiated transactions or in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415under the Securities Act of 1933, as amended, including sales made to or through a market maker other than onan exchange, in block transactions or by any other method permitted by law, at market prices prevailing at thetime of sale, at prices related to prevailing market prices or at negotiated prices, subject to certain minimumprices. Each of the Agents and the Forward Sellers has agreed to use its commercially reasonable effortsconsistent with its normal trading and sales practices to solicit offers to purchase shares of our common stock,under the terms and subject to the conditions set forth in the sales agreement. We may instruct any Agent orForward Seller, as applicable, not to sell shares of our common stock if the sales cannot be effected at or abovethe price designated by us in any placement notice. We, or any of the Agents or Forward Sellers, as applicable,may suspend this offering at any time upon proper notice and subject to other conditions. We also may sell shares of our common stock to each of the Agents, as principal for its own account, at a price tobe agreed upon at the time of sale. If we sell shares of our common stock to any of the Agents, as principal, wewill enter into a separate terms agreement with such Agent, and we will describe the terms agreement in aseparate prospectus supplement or pricing supplement. We will pay each of the Agents acting as our sales agent a commission that will not exceed, but may be lowerthan, 2.0% of the gross sales price per share of shares sold through it as our agent under the sales agreement.The compensation to each Forward Seller will be a mutually agreed commission in the form of a reduction to theinitial forward price under the related forward sale agreement that will not exceed, but may be lower than, 2.0%of the gross sales price of the borrowed shares sold through such Forward Seller during the applicable forwardhedge selling period for such shares (which gross sales price will be adjusted for daily accruals based on afloating interest rate and specified amounts related to expected dividends on shares of our common stock if an“ex-dividend” date occurs during such forward hedge selling period). See “Plan of Distribution” and “Use ofProceeds” in this prospectus supplement. None of the Agents or Forward Sellers are required to sell any specific number or dollar amount of shares of ourcommon stock, but each will use its commercially reasonable efforts, subject to the terms of the sales agreement,to sell the shares offered as instructed by us (if an Agent) and all the shares borrowed by the relevant ForwardPurchaser pursuant to the sales agreement (if a Forward Seller). The offering of shares of our common stockpursuant to the sales agreement will terminate upon the earlier of (1) the sale of all shares of our common stocksubject to the sales agreement (including shares sold by us to or through the Agents and borrowed shares soldthrough the Forward Sellers) or (2) termination of the sales agreement in accordance with its terms. Table of Contents The sales agreement contemplates that, in addition to