Phillips Edison (PECO) president granted OP and partnership units

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. President Robert F. Myers received multiple equity-based partnership awards in the company’s operating partnership on February 4, 2026. He was granted 7,772 OP Units, 1,149.261 Class B Units, and 7,771 Class C Units at a price of $0 per unit.

The OP Units were earned under the 2023–2025 Performance-Based LTIP Units, while the Class B Units were issued in lieu of cash dividends on those earned LTIP units. The Class C Units were earned based on the same performance metrics and are scheduled to vest in full on January 1, 2027, subject to continued service, and 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

OMB APPROVAL

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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^*

Myers Robert F.

(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)
	President

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)		7,772		(1)	(1)	Common Stock	7,772	$0	291,239.472	D
Class B Units	(1)(3)	02/04/2026		A(3)		1,149.261		(1)(3)	(1)(3)	Common Stock	1,149.261	$0	1,149.261	D
Class C Units	(1)(4)	02/04/2026		A(5)		7,771		(1)(5)	(1)(4)	Common Stock	7,771	$0	7,771	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 insider activity did Phillips Edison (PECO) report for Robert F. Myers?

Phillips Edison reported that President Robert F. Myers received equity-based partnership awards on February 4, 2026. He was granted 7,772 OP Units, 1,149.261 Class B Units, and 7,771 Class C Units at a price of $0 per unit as part of long-term incentives.

What are OP Units related to Phillips Edison (PECO) in this Form 4?

The OP Units are limited partnership interests in Phillips Edison Grocery Center Operating Partnership I, L.P. They are exchangeable, at the holder’s election, for cash equal to one share of common stock’s fair market value or, at PECO OP’s option, one share of common stock on a one-for-one basis.

How were the OP Units and Class C Units for Robert F. Myers at PECO earned?

The OP Units and Class C Units were earned based on Phillips Edison’s achievement of performance metrics under the 2023–2025 Performance-Based LTIP Units. These awards reflect performance-based long-term incentive compensation rather than open-market purchases, aligning Myers’ interests with the company’s multi-year results.

What are the Class B Units reported for Robert F. Myers in PECO’s filing?

The Class B Units are vested limited partnership interests issued in lieu of cash dividends accrued on earned 2023–2025 Performance-Based LTIP Units. Initially they do not have full parity with OP Units, but after achieving parity they convert to OP Units on a one-for-one basis with no expiration date.

When do Robert F. Myers’ Class C Units at Phillips Edison vest?

The Class C Units earned by Robert F. Myers will vest in full on January 1, 2027, subject to his continued service with the company. After satisfying vesting and parity conditions, these Class C Units can convert into OP Units on a one-for-one basis under the partnership agreement.

Do the OP Units and partnership units reported for PECO’s president have an expiration date?

The OP Units, Class B Units, and Class C Units described have no expiration date under the partnership structure. Class B and Class C Units can achieve parity and convert into OP Units on a one-for-one basis according to capital account and vesting conditions in the partnership agreement.