PECO (NYSE: PECO) COO logs new Class B Unit grant and tax-share surrender

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. executive Joseph Schlosser, EVP and Chief Operating Officer, reported several equity compensation-related transactions. He received a grant of 6,110 Class B Units in Phillips Edison Grocery Center Operating Partnership I, L.P. under the long term incentive plan. These Class B Units vest in four equal annual installments on each anniversary of the grant date, subject to continued service, and may over time achieve parity with OP Units and then convert into an equal number of OP Units.

The filing also shows the vesting and conversion of 1,344 Class B Units into 1,344 OP Units, and that OP Units are exchangeable, at the holder’s election, for cash equal to the fair market value of one share of common stock or, at the option of the operating partnership, one share of common stock on a one-for-one basis. In connection with the vesting of earned restricted stock units, 633 shares of common stock were surrendered at $39.28 per share to cover tax liabilities, leaving Schlosser with 25,218 common shares held directly.

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^*

Schlosser Joseph

(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)
	EVP, Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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
Common Stock	03/01/2026		F		633	D(1)	$39.28	25,218	D

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
Class B Units	(2)(3)	03/01/2026		A(2)		6,110		(3)(4)	(2)(3)	Common Stock	6,110	$0	6,110(4)	D
Class B Units	(3)(5)	03/01/2026		M(5)			1,344	(3)(6)	(3)(5)	Common Stock	1,344	$0	4,032(6)	D
OP Units	(3)(5)	03/01/2026		M(5)		1,344		(3)	(3)	Common Stock	1,344	$0	1,344	D

Explanation of Responses:

1. Represents shares of Common Stock surrendered to cover tax liability upon vesting of earned restricted stock units.

2. Represents the grant of Class B Units of limited partnership interests ("Class B Units") in Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership ("PECO OP"), under the Issuer's long term incentive plan. The Class B Units vest in four equal annual installments on the anniversary of the date of grant, subject to continued service. At issuance, the Class B Units do not have full parity with common units of limited partnership interest in PECO OP ("OP Units") with respect to liquidating distributions, but upon the occurrence of certain events described in PECO OP's partnership agreement, based upon capital account balance per unit, could over time achieve full parity with the OP Units for all purposes. Upon vesting and achieving full parity with OP Units, the Class B Units convert into an equal number of OP Units. The Class B Units have no expiration date.

3. OP Units 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.

4. Represents the grant of Class B Units that vest in four equal annual installments on the anniversary of the date of grant, subject to continued service with the Company.

5. Represents the vesting of Class B Units in PECO OP, previously issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. At issuance, the Class B Units were subject to vesting, and did not have full parity with OP Units, but upon the occurrence of certain events described in PECO OP's partnership agreement, based upon capital account balance per unit, could over time achieve full parity with the OP Units for all purposes. Upon vesting, having previously achieved full parity with OP Units, the Class B Units were converted into an equal number of OP Units. The Class B Units have no expiration date.

6. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in increments of 1,344 units on March 1, 2027, March 1, 2028, and March 1, 2029, subject to continued service with the Company.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What equity award did PECO executive Joseph Schlosser receive in this Form 4 filing?

Joseph Schlosser received a grant of 6,110 Class B Units under Phillips Edison’s long term incentive plan. These units vest in four equal annual installments, subject to continued service, and may convert into OP Units once they achieve full parity as described in the partnership agreement.

How do Class B Units and OP Units work for PECO (PECO) in this disclosure?

Class B Units are long-term incentive partnership interests that initially lack full parity with OP Units but can reach parity over time. Once vested and at parity, each Class B Unit converts into one OP Unit, which is then exchangeable for cash or one share of common stock on a one-for-one basis.

What tax-related stock disposition did PECO’s EVP report in this Form 4?

The Form 4 reports that 633 shares of common stock were surrendered at $39.28 per share. This surrender covered tax liabilities arising from the vesting of earned restricted stock units, rather than an open-market sale, and was reported as a tax-withholding disposition under transaction code F.

How many Phillips Edison (PECO) common shares does Joseph Schlosser hold after these transactions?

After the reported transactions, Joseph Schlosser directly holds 25,218 shares of Phillips Edison common stock. This balance reflects the tax-withholding surrender of 633 shares upon restricted stock unit vesting, as disclosed in the Form 4, and shows his remaining direct ownership position.

What conversion activity between Class B Units and OP Units was disclosed for PECO’s COO?

The filing shows 1,344 Class B Units converted into 1,344 OP Units following vesting and achievement of parity. These Class B Units were previously granted as long-term incentive compensation, and upon conversion, the new OP Units became exchangeable for cash or common stock on a one-for-one basis.

Do the OP Units reported in PECO’s Form 4 have an expiration or vesting condition?

The OP Units reported do not have an expiration date and are not subject to vesting conditions. They are exchangeable, at the holder’s election, for cash equal to the fair market value of a common share or, at the operating partnership’s option, for one share of common stock.