Phillips Edison (PECO) CEO awarded OP, Class B and Class C units

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. (PECO) Chairman and CEO Jeffrey Edison reported new equity-based awards tied to long-term performance. On February 4, 2026, he was granted 30,235 OP Units, 4,480.621 Class B Units, and 30,235 Class C Units at a reported price of $0 per unit.

The filing explains that OP Units are exchangeable into cash equal to the value of one common share or, at PECO OP’s option, one share of common stock on a one-for-one basis. The OP Unit grant reflects achievement of performance metrics under the 2023–2025 Performance-Based LTIP Units. The Class B Units were issued in lieu of cash dividends on those earned LTIP Units, while the Class C Units are unvested awards scheduled to vest on January 1, 2027, subject to continued service.

The Form 4 also lists substantial indirect OP Unit holdings in various trusts and entities, for which Mr. Edison has shared voting and dispositive power and disclaims beneficial ownership beyond his pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Edison Jeffrey

(Last) (First) (Middle)

11501 NORTHLAKE DRIVE

(Street)

CINCINNATI OH 45249

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Phillips Edison & Company, Inc. [ PECO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
OP Units	(1)	02/04/2026		A(2)		30,235		(1)	(1)	Common Stock	30,235	$0	89,554.699	D
OP Units	(1)							(1)	(1)	Common Stock	2,150,000		2,150,000(3)	I	By Sprinkles Trust LLC
OP Units	(1)							(1)	(1)	Common Stock	2,020,000		2,020,000(3)	I	By Junebug Trust I, LLC
OP Units	(1)							(1)	(1)	Common Stock	1,814,405.871		1,814,405.871(3)	I	By Jeffrey Edison Family Trust
OP Units	(1)							(1)	(1)	Common Stock	1,134,215.303		1,134,215.303(3)	I	By Edison Properties LLC
OP Units	(1)							(1)	(1)	Common Stock	458,893.389		458,893.389(3)	I	By Spouse's Family Trust
OP Units	(1)							(1)	(1)	Common Stock	431,233.177		431,233.177(3)	I	By Edison Family Trust
OP Units	(1)							(1)	(1)	Common Stock	330,666.876		330,666.876(3)	I	By Edison Ventures Trust
OP Units	(1)							(1)	(1)	Common Stock	276,927.452		276,927.452(3)	I	By Old 97, Inc
OP Units	(1)							(1)	(1)	Common Stock	211,265.707		211,265.707(3)	I	By Spouse's Trust
OP Units	(1)							(1)	(1)	Common Stock	60,583.377		60,583.377(3)	I	By Father's Trust
Class B Units	(1)(4)	02/04/2026		A(4)		4,480.621		(1)(4)	(1)(4)	Common Stock	4,480.621	$0	4,480.621	D
Class C Units	(1)(5)	02/04/2026		A(6)		30,235		(1)(6)	(1)(5)	Common Stock	30,235	$0	30,235	D

Explanation of Responses:

1. Limited partnership interests ("OP Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP") are exchangeable, at the election of the holder, for cash equal to the fair market value of one share of the Issuer's Common Stock or, at the option of PECO OP, shares of the Issuer's Common Stock on a one-for-one basis, and have no expiration date and are not subject to vesting.

2. Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2023-2025 Performance-Based LTIP Units.

3. Reflects total shares held by the entity, and as to which Mr. Edison has shared voting and dispositive power. Mr. Edison disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. Represents vested Class B Units of limited partnership interests ("Class B Units") in PECO OP issued in lieu of cash dividends accrued on the earned 2023-2025 Performance-Based LTIP Units. At issuance, the Class B Units do not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, the vested Class B Units convert to OP Units on a one-for-one basis. The Class B Units have no expiration date.

5. Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. At issuance, the Class C Units do not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, and upon satisfaction of any applicable vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.

6. Represents unvested Class C Units earned based upon the Issuer's achievement of the performance metrics under the 2023-2025 Performance-Based LTIP Units which will vest in full on January 1, 2027, subject to continued service with the Company.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PECO CEO Jeffrey Edison report in this Form 4 filing?

Jeffrey Edison reported awards of 30,235 OP Units, 4,480.621 Class B Units, and 30,235 Class C Units on February 4, 2026. These units relate to Phillips Edison’s 2023–2025 Performance-Based LTIP program and were recorded at a price of $0 per unit.

How do PECO OP Units reported by Jeffrey Edison relate to common stock?

The OP Units are limited partnership interests in PECO OP that can be exchanged at the holder’s election. They may be exchanged for cash equal to one share’s fair market value or, at PECO OP’s option, one share of Phillips Edison common stock on a one-for-one basis.

What are the Class B and Class C Units reported by PECO’s CEO?

Class B Units were issued instead of cash dividends accrued on earned 2023–2025 Performance-Based LTIP Units. Class C Units are performance-based awards that initially lack full parity with OP Units but can convert one-for-one into OP Units once parity and any vesting conditions are satisfied.

When will Jeffrey Edison’s Class C Units from the 2023–2025 LTIP vest?

The unvested Class C Units reported for Jeffrey Edison were earned under the 2023–2025 Performance-Based LTIP Units. According to the filing, these Class C Units are scheduled to vest in full on January 1, 2027, subject to his continued service with the company.

What indirect OP Unit holdings connected to Jeffrey Edison are disclosed for PECO?

The filing lists OP Units held by entities such as Sprinkles Trust LLC, Junebug Trust I, LLC, various Edison family trusts, and related entities. It states these totals reflect shares where Jeffrey Edison has shared voting and dispositive power and disclaims beneficial ownership beyond his pecuniary interest.

Does this PECO Form 4 reflect any sales by Jeffrey Edison?

The reported transactions show acquisitions of OP Units, Class B Units, and Class C Units at a price of $0 per unit. The filing does not list any disposition transactions for Jeffrey Edison on the February 4, 2026 transaction date described in the document.