PECO (PECO) director Devin Murphy gains OP and LTIP units

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. director Devin Ignatius Murphy reported equity incentive activity tied to operating partnership units on February 4, 2026. Vested and earned 2,197.751 Class C Units were converted into an equal number of OP Units at $0 per unit. Murphy was also awarded 15,543 OP Units based on performance metrics under the 2023-2025 Performance-Based LTIP Units and received 1,150.726 vested Class B Units issued in lieu of cash dividends, all at $0 per unit. The filing also reports indirect OP Unit holdings of 378,487.819 through DJM Investments LLC and 64,000 through an LLC held by a family member's trust, for which Murphy disclaims beneficial ownership except to the extent of any 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^*

Murphy Devin Ignatius

(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
	Officer (give title below)		Other (specify below)

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
Class C Units	(1)(2)	02/04/2026		M(2)			2,197.751	(1)(2)	(1)(2)	Common Stock	2,197.751	$0	0	D
OP Units	(1)(2)	02/04/2026		M(2)		2,197.751		(1)	(1)	Common Stock	2,197.751	$0	326,296.549	D
OP Units	(1)	02/04/2026		A(3)		15,543		(1)	(1)	Common Stock	15,543	$0	341,839.549	D
OP Units	(1)							(1)	(1)	Common Stock	378,487.819		378,487.819(4)	I	By DJM Investments LLC
OP Units	(1)							(1)	(1)	Common Stock	64,000		64,000(4)	I	LLC held by Family Member's Trust
Class B Units	(1)(5)	02/04/2026		A(5)		1,150.726		(1)(5)	(1)(5)	Common Stock	1,150.726	$0	1,150.726	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 the conversion to OP Units of vested and earned Class C Units of limited partnership interests ("Class C Units") in PECO OP, previously issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. At issuance, the Class C Units did not have full parity with the 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. Having achieved full parity with the OP Units, the Class C Units were converted into an equal number of OP Units. The Class C Units have no expiration date.

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

4. Mr. Murphy disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.

5. 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.

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 transactions did PECO director Devin Ignatius Murphy report on February 4, 2026?

Murphy reported incentive-related equity activity on February 4, 2026, including conversions and awards of operating partnership units. These involved Class C Units converting to OP Units, new OP Units earned under 2023-2025 performance awards, and vested Class B Units issued instead of cash dividends.

How many Class C Units and OP Units did Devin Murphy report in this PECO Form 4?

Murphy reported 2,197.751 vested and earned Class C Units converting into 2,197.751 OP Units at $0 per unit. He also reported receiving 15,543 OP Units, earned based on Phillips Edison & Company’s achievement of performance metrics under its 2023-2025 Performance-Based LTIP Units program.

What are OP Units in Phillips Edison Grocery Center Operating Partnership I, L.P.?

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 the fair market value of one share of PECO common stock or, at PECO OP’s option, one share of PECO common stock on a one-for-one basis.

What PECO equity awards did Devin Murphy earn under the 2023-2025 Performance-Based LTIP Units?

Murphy earned OP Units based on Phillips Edison & Company’s achievement of performance metrics under the 2023-2025 Performance-Based LTIP Units. The Form 4 shows an award of 15,543 OP Units at $0 per unit, reflecting long-term performance-based compensation rather than an open-market purchase or sale.

What are the Class B Units reported by Devin Murphy in this PECO filing?

The filing shows 1,150.726 vested Class B Units of limited partnership interests in PECO OP, issued instead of cash dividends accrued on earned 2023-2025 Performance-Based LTIP Units. These Class B Units can later achieve parity with OP Units and then convert into OP Units on a one-for-one basis.

What indirect OP Unit holdings related to Devin Murphy are disclosed for PECO?

The Form 4 reports 378,487.819 OP Units held indirectly through DJM Investments LLC and 64,000 OP Units held indirectly through an LLC owned by a family member’s trust. Murphy disclaims beneficial ownership of these interests except to the extent of any pecuniary interest he may have.