Phillips Edison & Co Inc美股招股说明书(2026-08-10版)

PHILLIPS EDISON & COMPANY, INC. Common Stock This prospectus supplement relates to a sales agreement entered into on August 10, 2026 (as amended, and as may be amended from time to time, the “sales agreement”)with Morgan Stanley & Co.LLC, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC,Cantor Fitzgerald & Co., Capital One Securities, Inc., Citigroup Global MarketsInc., Fifth Third Securities, Inc., Goldman Sachs & Co.LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, RegionsSecurities LLC and Wells Fargo Securities, LLC (collectively, the “Agents”), and the Forward Sellers and Forward Purchasers (each as defined below), relating to shares ofour common stock, $0.01 par value per share (“common stock”). In accordance with the terms of the sales agreement, we may offer and sell shares of our common stockhaving an aggregate offering price of up to $400.0 million from time to time through the Agents as our sales agents, or, if applicable, through the Forward Sellers, or to theAgents, acting as principals. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by means of ordinary brokers’transactions on the Nasdaq Global Select Market (“Nasdaq”), in negotiated transactions or in transactions that are deemed to be “at-the-market” offerings as defined in Rule415 under the Securities Act of 1933, as amended, including sales made to or through a market maker other than on an exchange, in block transactions or by any othermethod permitted by law, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, subject to certain minimum prices.Each of the Agents and the Forward Sellers has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to solicit offers topurchase shares of our common stock, under the terms and subject to the conditions set forth in the sales agreement. We may instruct any Agent or Forward Seller, asapplicable, not to sell shares of our common stock if the sales cannot be effected at or above the price designated by us in any placement notice. We, or any of the Agents orForward 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 to be agreed upon at the time of sale. If we sell shares ofour common stock to any of the Agents, as principal, we will enter into a separate terms agreement with such Agent, and we will describe the terms agreement in a separateprospectus 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 lower than, 2.0% of the gross sales price per share of shares soldthrough 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 the initialforward 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 suchForward Seller during the applicable forward hedge selling period for such shares (which gross sales price will be adjusted for daily accruals based on a floating interest rateand 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 ofDistribution” and “Use of Proceeds” in this prospectus supplement. None of the Agents or Forward Sellers are required to sell any specific number or dollar amount of shares of our common stock, but each will use its commerciallyreasonable 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 stock pursuant to the sales agreement will terminate upon the earlierof (1) the sale of all shares of our common stock subject to the sales agreement (including shares sold by us to or through the Agents and borrowed shares sold through theForward Sellers) or (2) termination of the sales agreement in accordance with its terms. The sales agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Agents as our sales agents, we mayenter into separate forward sale agreements (each, together with any related pricing supplement, a “forward sale agreement,” and, collectively, the “forward sale agreements”),with any of, respectively, Morgan Stanley & Co.LLC, Bank of America, N.A., Bank of Montreal, CF Secured, LLC, Citibank, N.A. (or an affiliate thereof), Goldman Sachs & Co. LLC,Jefferies LLC, JPMorgan