Jeffrey Edison adds and converts units at Phillips Edison (PECO)

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. Chairman and CEO Jeffrey Edison reported equity-based awards and related conversions in the operating partnership on March 1, 2026. He received a grant of 45,570 Class B Units in Phillips Edison Grocery Center Operating Partnership I, L.P. under the long-term incentive plan at a price of $0.00 per unit. These Class B Units vest in four equal annual installments on each anniversary of the grant date, subject to continued service, and may convert into OP Units once they achieve full parity.

On the same date, previously granted Class B Units that had vested and achieved parity were converted into OP Units through multiple derivative exercises, including 9,135, 9,003, 10,782, and 10,752 Class B Units converting into an equal number of OP Units, as well as 39,672 and 4,480.621 Class B Units converting into OP Units. 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 partnership’s option, shares of common stock on a one-for-one basis.

Separate indirect holdings tables show OP Units held by entities such as Sprinkles Trust LLC, Junebug Trust I, LLC, and various family trusts, with balances including 2,150,000 and 2,020,000 OP Units. These are held by those entities, with Mr. Edison having shared voting and dispositive power and disclaiming beneficial ownership except to the extent of 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

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^*

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)
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

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	(1)(2)	03/01/2026		A(1)		45,570		(2)(3)	(1)(2)	Common Stock	45,570	$0	45,570(3)	D
Class B Units	(2)(4)	03/01/2026		M(4)			9,135	(2)(4)	(2)(4)	Common Stock	9,135	$0	0	D
Class B Units	(2)(4)	03/01/2026		M(4)			9,003	(2)(5)	(2)(4)	Common Stock	9,003	$0	9,003(5)	D
Class B Units	(2)(4)	03/01/2026		M(4)			10,782	(2)(6)	(2)(4)	Common Stock	10,782	$0	21,564(6)	D
Class B Units	(2)(4)	03/01/2026		M(4)			10,752	(2)(7)	(2)(4)	Common Stock	10,752	$0	32,259(7)	D
OP Units	(2)(4)	03/01/2026		M(4)		39,672		(2)	(2)	Common Stock	39,672	$0	129,226.699	D
Class B Units	(2)(8)	03/01/2026		M(8)			4,480.621	(2)(8)	(2)(8)	Common Stock	4,480.621	$0	0	D
OP Units	(2)(8)	03/01/2026		M(8)		4,480.621		(2)	(2)	Common Stock	4,480.621	$0	133,707.32	D
OP Units	(2)							(2)	(2)	Common Stock	2,150,000		2,150,000(9)	I	By Sprinkles Trust LLC
OP Units	(2)							(2)	(2)	Common Stock	2,020,000		2,020,000(9)	I	By Junebug Trust I, LLC
OP Units	(2)							(2)	(2)	Common Stock	1,814,405.871		1,814,405.871(9)	I	By Jeffrey Edison Family Trust
OP Units	(2)							(2)	(2)	Common Stock	1,134,215.303		1,134,215.303(9)	I	By Edison Properties LLC
OP Units	(2)							(2)	(2)	Common Stock	458,893.389		458,893.389(9)	I	By Spouse's Family Trust
OP Units	(2)							(2)	(2)	Common Stock	431,233.177		431,233.177(9)	I	By Edison Family Trust
OP Units	(2)							(2)	(2)	Common Stock	330,666.876		330,666.876(9)	I	By Edison Ventures Trust
OP Units	(2)							(2)	(2)	Common Stock	276,927.452		276,927.452(9)	I	By Old 97, Inc
OP Units	(2)							(2)	(2)	Common Stock	211,265.707		211,265.707(9)	I	By Spouse's Trust
OP Units	(2)							(2)	(2)	Common Stock	60,583.377		60,583.377(9)	I	By Father's Trust

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Represents the total Class B Units that have the same grant date, vesting provisions and other terms. These Class B Units will vest in full on March 1, 2027, subject to continued service with the Company.

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 10,782 units on March 1, 2027, and March 1, 2028, subject to continued service with the Company.

7. 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 10,753 units on March 1, 2027, March 1, 2028, and March 1, 2029, subject to continued service with the Company.

8. Represents the conversion to OP Units of vested and earned 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 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 B Units were converted into an equal number of OP Units. The Class B Units have no expiration date.

9. 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.

Remarks:

	/s/ Jennifer Robison, Attorney-in-Fact	03/03/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PECO Chairman and CEO Jeffrey Edison report?

Jeffrey Edison reported a grant of 45,570 Class B Units and several derivative exercises converting vested Class B Units into OP Units on March 1, 2026. These transactions reflect equity-based compensation and related conversions within the Phillips Edison Grocery Center Operating Partnership I, L.P.

What are the terms of Jeffrey Edison’s new 45,570 Class B Units at PECO?

The 45,570 Class B Units were granted at $0.00 per unit under the long-term incentive plan. They vest in four equal annual installments on each anniversary of the March 1, 2026 grant date, contingent on continued service, and can later convert to OP Units once full parity is achieved.

How do PECO Class B Units convert into OP Units for Jeffrey Edison?

Class B Units initially lack full parity with OP Units but can achieve parity over time based on capital account balances. Once vested and at full parity, each Class B Unit converts into one OP Unit, as seen in multiple March 1, 2026 conversions of 9,135, 9,003, 10,782, and 10,752 units.

What rights do OP Units provide in relation to PECO common stock?

OP Units are exchangeable, at the holder’s election, for cash equal to the fair market value of one PECO common share or, at the operating partnership’s option, for one share of PECO common stock. They have no expiration date and are not subject to vesting once issued.

Which entities indirectly hold OP Units associated with Jeffrey Edison at PECO?

Indirect OP Unit holdings are reported for entities including Sprinkles Trust LLC, Junebug Trust I, LLC, Jeffrey Edison Family Trust, Edison Properties LLC, and several family trusts. Balances include 2,150,000 and 2,020,000 OP Units, with Mr. Edison sharing voting and dispositive power and disclaiming full beneficial ownership.

Do the March 1, 2026 PECO insider transactions involve any reported sales?

The March 1, 2026 activity consists of a grant of 45,570 Class B Units and multiple derivative exercises or conversions of Class B Units into OP Units. The summarized data show acquisitions and conversions only, with no reported open-market sales or dispositions by Jeffrey Edison in these entries.