Phillips Edison (PECO) files 8-K replacing shelf tax section

Rhea-AI Filing Summary

On 28 Jul 2025, Phillips Edison & Company, Inc. (PECO) filed a Form 8-K under Item 8.01 to alert investors that it has replaced the “Material U.S. Federal Income Tax Considerations” section contained in its 7 Feb 2025 Form S-3 shelf registration statement (File Nos. 333-284765 & 333-284765-01). The revised discussion is provided as Exhibit 99.1 to this current report and now governs the tax treatment of any securities issued off the shelf.

No financial metrics, acquisitions, or operational updates are included. Item 9.01 lists two exhibits: (i) the updated tax narrative and (ii) the cover-page iXBRL file. The filing is procedural, ensuring regulatory accuracy and investor clarity before PECO conducts future capital-market activity under its registration statement.

Insights

Securities Counsel

TL;DR Neutral procedural 8-K: only updates tax disclosure tied to PECO’s shelf registration; no financial or operational impact.

Analysis: The company replaces its earlier tax opinion with a refreshed version, likely reflecting technical clarifications or recent IRS guidance. Because the Form S-3 enables future equity or debt issuance, accurate tax disclosure is legally essential. However, the document introduces no new financing terms, balance-sheet changes, or earnings data. From an investor standpoint, materiality is low: the update mitigates potential compliance risk but does not alter valuation, cash flows, or dividend prospects.

☐000147620400014762042025-07-282025-07-28

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): July 28, 2025

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 8.01 Other Events.

On February 7, 2025, Phillips Edison & Company, Inc. and Phillips Edison Grocery Center Operating Partnership I, L.P. filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File Nos. 333-284765 and 333-284765-01) (the “Registration Statement”). The discussion under the heading “Material U.S. Federal Income Tax Considerations” in Exhibit 99.1 hereto (incorporated herein by reference) supersedes and replaces the discussion under the heading “Material U.S. Federal Income Tax Considerations” in the prospectus, dated February 7, 2025, which forms part of the Registration Statement.

Item  9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description of Exhibit
99.1						Material U.S. Federal Income Tax Considerations
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: July 28, 2025			By:			/s/ Jennifer L. Robison
						Jennifer L. Robison
						Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)