Filed Pursuant to Rule 424(b)(5)
Registration No. 333-262627
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 10, 2022)
$250,000,000
PHILLIPS EDISON & COMPANY, INC.
Common Stock
On
February 12, 2024, we entered into a sales agreement (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, Capital One
Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Regions Securities LLC, Wedbush
Securities Inc. and Wells Fargo Securities, LLC (collectively, the Agents), and the Forward Sellers and Forward Purchasers (each as defined below), relating to shares of our common stock, $0.01 par value per share (common
stock), offered by this prospectus supplement and the accompanying prospectus pursuant to a continuous offering program. In accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate
offering price of up to $250.0 million from time to time through the Agents as our sales agents, or, if applicable, through the Forward Sellers, or to the Agents, 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 Rule 415 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 other method 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 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 or Forward Seller, as applicable, 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 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 to be agreed upon at the time of sale. If we sell shares of our 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 separate 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 lower than, 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 the initial 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 forward hedge selling period for such shares (which gross sales price will be adjusted for daily
accruals based on a floating 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 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 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 Forward Purchaser 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 earlier of (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 the Forward 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 may enter 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, Citibank, N.A. (or an affiliate thereof), Goldman Sachs & Co. LLC, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Mizuho
Markets Americas LLC, Nomura Global Financial Products, Inc., Regions Securities LLC and Wells Fargo Bank, National Association, or one of their respective affiliates (in such capacity, each, a Forward Purchaser, and, collectively, the
Forward Purchasers). If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser, acting in accordance with the mutually accepted instructions related to such forward sale agreement, will
attempt to borrow and sell, through the relevant Forward Seller, acting as agent for such Forward Purchaser, shares of our common stock to hedge such Forward Purchasers exposure under such forward sale agreement. We refer to an Agent, when
acting as sales agent for the relevant Forward Purchaser, as, individually, a Forward Seller and, collectively, the Forward Sellers, except that with respect to Nomura Global Financial Products, Inc., the relevant Forward
Seller is Nomura Securities International, Inc. (acting through BTIG, LLC as agent). Unless otherwise expressly stated or the context otherwise requires, references herein to the related or relevant Forward Purchaser mean,
with respect to any Agent, the affiliate of such Agent that is acting as Forward Purchaser or, if applicable, such Agent acting in its capacity as Forward Purchaser, and vice versa mutatis mutandis with respect to references
herein to the relevant or applicable Agent (except with respect to BTIG, LLC, in which case the relevant Forward Purchaser is Nomura Global Financial Products, Inc. and the relevant Forward Seller is Nomura Securities
International, Inc. (acting through BTIG, LLC, as its agent). We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a Forward Purchaser and sold through a Forward Seller.
We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates
specified by us on or prior to the maturity date of such forward sale agreement. If we elect to cash settle any forward sale agreement, we may not receive any proceeds and we may owe cash to the relevant Forward Purchaser. If we elect to net share
settle any forward sale agreement, we will not receive any proceeds, and we may owe shares of our common stock to the relevant Forward Purchaser. See Plan of Distribution.
Our common stock is listed on Nasdaq under the ticker symbol PECO. The last reported sale price of our common stock on Nasdaq on
February 9, 2024 was $34.97 per share.
Our common stock is subject to certain restrictions on ownership and transfer, which
are intended to assist us in preserving our qualification as a real estate investment trust (REIT) for federal income tax purposes, including an ownership limit of 9.8% of the outstanding shares of our common stock by value or number of
shares, whichever is more restrictive. See Description of Capital StockRestrictions on Ownership and Transfer in the accompanying prospectus.
Investing in our common stock involves risks. See Risk Factors beginning on page S-2 of this prospectus supplement and the matters discussed in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Morgan Stanley |
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BMO Capital Markets |
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BofA Securities |
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BTIG |
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Capital One Securities |
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Citigroup |
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Fifth Third Securities |
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Goldman Sachs & Co. LLC |
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Jefferies |
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J.P. Morgan |
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KeyBanc Capital Markets |
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Mizuho |
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Regions Securities LLC |
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Wedbush Securities |
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Wells Fargo Securities |
The date of this prospectus supplement is February 12, 2024.