[8-K] Phillips Edison & Company, Inc. Reports Material Event

Rhea-AI Filing Summary

On 1 Aug 2025, Charter Communications, Inc. (CHTR) filed a Form 4 reporting the routine equity compensation of its President-Product & Technology, Richard J. DiGeronimo.

• Stock options: 8,065 Class A shares at an exercise price of $267.61. Granted under the 2019 Stock Incentive Plan, they vest 100 % on 1 Aug 2028 and expire on 1 Aug 2035.
• Restricted Stock Units: 327 units, also vesting 100 % on 1 Aug 2028; price and expiration are not applicable.

No shares were sold or disposed of. Following the grants, the executive’s direct beneficial holdings now include 8,065 options and 327 RSUs. The transaction is classified with code “A,” indicating an acquisition from the issuer, and represents standard incentive alignment with long-term shareholder value. No immediate earnings or cash-flow effects are disclosed in the filing.

Positive

• Long-term equity incentives (options and RSUs) strengthen alignment between the executive and shareholders.

Negative

• None.

Insights

Sell-Side Equity Analyst

TL;DR: Routine incentive grant—neutral for short-term valuation.

The Form 4 details standard annual compensation: 8,065 options at $267.61 and 327 RSUs, all vesting after three years. Because the grant is new issuance and not an open-market purchase or sale, it does not signal insider views on near-term price. It slightly increases potential dilution, but the magnitude (<0.01 % of shares outstanding) is immaterial. Overall impact on CHTR’s valuation or liquidity is negligible.

Corporate Governance Specialist

TL;DR: Long-dated vesting aligns executive with long-term returns—marginally positive.

The three-year cliff vesting on both the options and RSUs ties compensation directly to future share performance, encouraging retention and strategic focus. Absence of any concurrent disposals removes concern about cashing out. While routine, the structure supports best-practice alignment and may be viewed favourably by governance-focused investors.

☐000147620400014762042025-08-052025-08-05

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): August 5, 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 7.01 Regulation FD Disclosure.

The Board of Directors of Phillips Edison & Company, Inc. (the “Company”) approved distributions for August 2025 to its stockholders of record at the close of business on August 15, 2025 equal to a monthly amount of $0.1025 per share. The Company’s August 2025 distribution is expected to be made on or around September 3, 2025. Operating partnership unit holders receive distributions at the same rate as common stockholders, subject to the required tax withholding.

On August 5, 2025, the Company issued a press release announcing the declaration of the August 2025 distribution. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished to the Securities and Exchange Commission (“SEC”), and shall not be deemed to be “filed” with the SEC for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any other filing with the SEC except as expressly set forth by specific reference in such filing.

Item  9.01   Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description of Exhibit
99.1						Press Release dated August 5, 2025
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: August 5, 2025			By:			/s/ Jennifer L. Robison
						Jennifer L. Robison
						Chief Accounting Officer and Senior Vice President (Principal Accounting Officer)

FAQ

What equity awards did CHTR grant to Richard J. DiGeronimo?

8,065 stock options at $267.61 and 327 RSUs were granted on 1 Aug 2025.

What is the exercise price of the new CHTR stock options?

The options have an exercise price of $267.61 per share.

When will the options and RSUs vest?

Both awards vest 100 % on 1 Aug 2028.

When do the options expire?

The options expire on 1 Aug 2035, 10 years after the grant date.

Did the insider sell any CHTR shares in this filing?

No. The Form 4 reports only acquisitions; there were no disposals.

How many derivative securities does the executive now own?

After the grant, he beneficially owns 8,065 options and 327 RSUs.