PECO CFO John Caulfield granted OP, Class B and C LTIP units

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. reported that CFO, EVP & Treasurer John P. Caulfield received additional partnership-based equity awards on February 4, 2026. He was granted 5,643 OP Units in Phillips Edison Grocery Center Operating Partnership I, L.P., which are exchangeable one-for-one into common stock or cash at fair market value.

He also received 838.883 vested Class B Units issued in lieu of cash dividends on earned 2023–2025 Performance-Based LTIP Units, and 5,643 Class C Units tied to the same performance program. These Class C Units are scheduled to vest in full on January 1, 2027, subject to continued service, and both Class B and Class C Units can ultimately convert into OP Units on a one-for-one basis.

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^*

Caulfield John P

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, EVP & Treasurer

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)		5,643		(1)	(1)	Common Stock	5,643	$0	83,664.022	D
Class B Units	(1)(3)	02/04/2026		A(3)		838.883		(1)(3)	(1)(3)	Common Stock	838.883	$0	838.883	D
Class C Units	(1)(4)	02/04/2026		A(5)		5,643		(1)(5)	(1)(4)	Common Stock	5,643	$0	5,643	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. 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.

4. 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.

5. 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What equity awards did PECO CFO John P. Caulfield receive on February 4, 2026?

On February 4, 2026, CFO John P. Caulfield received 5,643 OP Units, 838.883 vested Class B Units, and 5,643 Class C Units in Phillips Edison Grocery Center Operating Partnership I, L.P., all related to 2023–2025 Performance-Based LTIP Units.

How can the OP Units reported for PECO CFO Caulfield be settled?

The reported OP Units are exchangeable at the holder’s election for cash equal to the fair market value of one share of Phillips Edison’s common stock or, at PECO OP’s option, for one share of common stock on a one-for-one basis, with no expiration date.

What do the Class B Units reported for PECO CFO Caulfield represent?

The 838.883 Class B Units represent vested limited partnership interests issued instead of cash dividends on earned 2023–2025 Performance-Based LTIP Units. They initially lack full parity with OP Units but can convert to OP Units one-for-one once capital account parity conditions under the partnership agreement are met.

When do John P. Caulfield’s Class C Units in PECO OP vest?

The 5,643 Class C Units earned under the 2023–2025 Performance-Based LTIP Units are scheduled to vest in full on January 1, 2027, provided John P. Caulfield continues service with the company and any applicable vesting conditions are satisfied.

How do Class C Units for PECO’s CFO convert into OP Units?

Class C Units are limited partnership interests that initially do not have full parity with OP Units. After achieving parity based on capital account balance per unit and meeting vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis, with no stated expiration date.

What is the connection between PECO’s LTIP units and the reported partnership awards?

The OP Units, Class B Units, and Class C Units reported for John P. Caulfield were all earned based on Phillips Edison’s achievement of performance metrics under the 2023–2025 Performance-Based LTIP Units, linking the awards directly to the company’s performance over that period.