Document

424B5 1 phillipsedisoncompanyinc-4.htm 424B5 Document

Filed Pursuant to Rule 424(b)(5)

Registration Nos. 333-284765 and 333-284765-01

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To Prospectus dated February 7, 2025)

Phillips Edison Grocery Center Operating

Partnership I, L.P.

% Senior Notes due 20 guaranteed by

Phillips Edison & Company, Inc.

Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership, or the issuer, is offering $ aggregate principal amount of % senior notes due 20 , or the notes. The notes will bear interest at the rate of % per year and will mature on , 20 . Interest on the notes is payable on and of each year, commencing on , 2026.

The issuer may redeem some or all of the notes at any time at the prices and as described under the caption “Description of Notes—Our Redemption Rights.” On or after , 20 ( months prior to their maturity date), the issuer may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

The notes will be the issuer’s unsecured and unsubordinated obligations, will rank equally in right of payment with all of its other existing and future unsecured and unsubordinated indebtedness and will be effectively subordinated in right of payment to all of its existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness), to all existing and future indebtedness and other liabilities, whether secured or unsecured, of its subsidiaries that do not guarantee the notes and of any entity it accounts for using the equity method of accounting and to all preferred equity not owned by it, if any, in any of its subsidiaries that do not guarantee the notes and in any entity it accounts for using the equity method of accounting.

The notes will be fully and unconditionally guaranteed by Phillips Edison & Company, Inc., a Maryland corporation, or the parent guarantor. In addition, following the original issue date of the notes, the notes will be fully and unconditionally guaranteed by each subsidiary of the parent guarantor (other than the issuer) if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of Triggering Indebtedness (as defined below). The parent guarantor generally does not have any significant operations or material assets other than its direct and indirect investments in the issuer.

The notes are a new issue of securities with no established trading market. The issuer does not intend to apply for listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system.

Investing in the notes involves risks. See “Risk Factor s” beginning on page S-5 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, or the SEC, 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.


	Per Note		Total
Public offering price (1)		%	$
Underwriting discount		%	$
Proceeds, before expenses, to Phillips Edison Grocery Center Operating Partnership I, L.P.		%	$

_________________________

(1)The public offering price above does not include accrued interest, if any. Interest will accrue from , 2026, if settlement occurs after that date.

The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company, or DTC, for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against payment in New York, New York on or about , 2026.

Joint-Book Running Managers

Wells Fargo Securities

BMO Capital Markets

BofA Securities

Mizuho

PNC Capital Markets LLC

The date of this prospectus supplement is , 2026.


			Page
ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS			S-iii
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS			S-iv
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-5
USE OF PROCEEDS			S-13
DESCRIPTION OF NOTES			S-14
BOOK-ENTRY, DELIVERY AND FORM			S-32
UNDERWRITING			S-34
SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			S-41
LEGAL MATTERS			S-42
EXPERTS			S-43
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			S-44


			Page
ABOUT THIS PROSPECTUS			1
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS			2
THE COMPANY			4
RISK FACTORS			5
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			6
GUARANTOR DISCLOSURES			8
USE OF PROCEEDS			9
DESCRIPTION OF CAPITAL STOCK			10
DESCRIPTION OF DEBT SECURITIES			15
DESCRIPTION OF OTHER SECURITIES			24
GLOBAL SECURITIES			25
DESCRIPTION OF THE OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT			29
MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS			34
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			40
PLAN OF DISTRIBUTION			67
LEGAL MATTERS			68
EXPERTS			68


Issuer						Phillips Edison Grocery Center Operating Partnership I, L.P.

Guarantor						Phillips Edison & Company, Inc.

Securities Offered						$ aggregate principal amount of % senior notes due 20

Maturity Date						, 20

Interest Rate						% per year

Interest Payment Dates						Interest on the notes will be payable semi-annually in arrears on and of each year, commencing on , 2026.

Ranking of Notes						The notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other existing and future unsecured and unsubordinated indebtedness. The notes will be effectively subordinated in right of payment to: •all of our existing and future mortgage indebtedness and other secured indebtedness (to the extent of the value of the collateral securing such indebtedness); •all existing and future indebtedness and other liabilities, whether secured or unsecured, of our subsidiaries that do not guarantee the notes and of any entity we account for using the equity method of accounting; and •all preferred equity not owned by us, if any, in any of our subsidiaries that do not guarantee the notes and in any entity we account for using the equity method of accounting.


Guarantee						The notes will be fully and unconditionally guaranteed by the parent guarantor. In addition, following the original issue date of the notes, the notes will be fully and unconditionally guaranteed by each subsidiary of the parent guarantor (other than us) if, and for so long as, such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of Triggering Indebtedness (as defined in “Description of Notes—Definitions”). The guarantee of the notes will be an unsecured and unsubordinated obligation of the applicable guarantor and will rank equally in right of payment with all other existing and future senior unsecured indebtedness and guarantees of the applicable guarantor. The applicable guarantor’s guarantee of the notes will be effectively subordinated in right of payment to: •all of such guarantor’s existing and future secured indebtedness and secured guarantees (to the extent of the value of the collateral securing such indebtedness or guarantees); •all existing and future indebtedness and other liabilities, whether secured or unsecured, of such guarantor’s consolidated subsidiaries (including us) that do not guarantee the notes and of any entity such guarantor accounts for using the equity method of accounting; and •all preferred equity not owned by such guarantor, if any, in any of such guarantor’s consolidated subsidiaries (including us) that do not guarantee the notes and in any entity such guarantor accounts for using the equity method of accounting.

						The parent guarantor generally does not have any significant operations or material assets other than its direct and indirect investments in us.

Optional Redemption						We may, at our option, redeem the notes at any time in whole or from time to time in part at the applicable redemption price described under “Description of Notes— Our Redemption Rights.”

Use of Proceeds						We estimate that the net proceeds from this offering will be approximately $ , after deducting the underwriting discount and other estimated expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, including to repay borrowings under our revolving credit facility, to repay our term loans and other outstanding indebtedness, to acquire additional properties, for capital expenditures, expansion and working capital, to redevelop and/or improve properties and for other general corporate purposes. Pending application of the net proceeds from the offering for the foregoing purposes, such proceeds may initially be invested in short-term securities. See “Use of Proceeds.”

						Affiliates of certain of the underwriters are lenders and, in certain cases, agents under our revolving credit facility, term loans and other outstanding indebtedness, and will receive pro rata portions of the net proceeds from this offering used to repay a balance outstanding thereunder. See “Underwriting–Conflicts of Interest.”


Certain Covenants						The indenture governing the notes will contain certain covenants that, among other things, limit: •our ability and the ability of the parent guarantor and any of the parent guarantor’s subsidiaries that guarantee the notes, if any, to consummate a merger, consolidation or sale of all or substantially all of our assets; and •the ability of the parent guarantor and its subsidiaries, including us, to incur secured and unsecured indebtedness. In addition, the parent guarantor will be required not to have total unencumbered assets of less than 150% of the aggregate principal amount of all of its and its subsidiaries’ outstanding unsecured debt on a consolidated basis.

No Limitation on Incurrence of New Debt						Subject to compliance with covenants relating to our aggregate debt, debt service, maintenance of total unencumbered assets and secured aggregate debt, the indenture will not limit the amount of debt we may issue under the indenture or otherwise.

Further Issuance						We may in the future, without the consent of noteholders, issue additional notes on the same terms and conditions as the notes being offered hereby, except for any difference in the issue date, public offering price, interest accrued prior to the issue date of the additional notes, and, if applicable, the initial interest payment date. The notes and any additional notes of such series subsequently issued under the indenture would be treated as a single series for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, that if such additional notes will not be fungible with the previously issued notes for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number.

No Public Market						The notes offered hereby are a new issue of securities with no established trading market.

						We do not intend to apply for listing of the notes on any securities exchange or for quotation of the notes on any automated dealer quotation system. Certain of the underwriters have advised us that they intend to make a market in the notes, but they are not obligated to do so and may discontinue any market-making at any time without notice.

Book-Entry Form						The notes will be issued in book-entry form only and will be represented by one or more permanent global certificates deposited with a custodian for, and registered in the name of a nominee of, DTC, in New York, New York. Beneficial interests in the global certificates representing the notes will be shown on, and transfers will be effected only through, records maintained by DTC and its direct and indirect participants, and such interests may not be exchanged for certificated notes, except in limited circumstances.

Governing Law						The indenture, the notes and the guarantee will be governed by, and construed in accordance with, the laws of the State of New York.

Risk Factors						Investing in the notes involves risks. You should carefully consider the risk factors described under the heading “Risk Factors” beginning on page S-5
						of this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2025, and all other information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus, as updated by our subsequent filings under the Exchange Act that are incorporated by reference herein or therein, before making an investment decision to purchase the notes.

Trustee						U.S. Bank Trust Company, National Association


Underwriters						Principal Amount of Notes
Wells Fargo Securities, LLC
BMO Capital Markets Corp.
BofA Securities, Inc.
Mizuho Securities USA LLC
PNC Capital Markets LLC
Total						$

SEC Form 424B5 filed by Phillips Edison & Company Inc.