Jeffrey Edison Reports Conversion of Class C Units and Large OP Unit Balances at PECO

Rhea-AI Filing Summary

Phillips Edison & Company, Inc. (PECO) Form 4: Jeffrey Edison, Chairman and CEO, reported transactions on 09/02/2025 converting and acquiring partnership units in the company’s operating partnership. 3,556.207 Class C Units converted to OP Units and are reflected as 3,556.207 common stock equivalent shares (unvested), with those Class C Units earned in lieu of cash dividends and set to vest in full on December 31, 2025 subject to continued service. On the same date Mr. Edison acquired or converted large amounts of OP Units including 1,999,800 OP Units and additional OP Units held indirectly across multiple entities and trusts, resulting in reported common share equivalents of 2,008,479.492 (direct) and sizable indirect holdings across family and trust entities. The Form clarifies OP Units are exchangeable one-for-one for cash or common stock and have no expiration.

Positive

• Conversion of Class C Units to OP Units clarifies compensation realization and results in 3,556.207 common-equivalent shares from earned Class C Units
• Unvested Class C Units will vest in full on December 31, 2025, providing a clear vesting timeline tied to continued service
• Large OP Unit holdings recorded (1,999,800 units) and substantial indirect holdings across family/trust entities are transparently disclosed
• OP Units are exchangeable one-for-one for cash equal to fair market value or for common stock and have no expiration, per the filing

Negative

• None.

Insights

Financial Analyst

TL;DR: CEO converted incentive units and increased reported OP Unit holdings, raising his economic exposure to the company.

The filing documents conversion of 3,556.207 Class C Units into OP Units and the acquisition/receipt of 1,999,800 OP Units on 09/02/2025, producing direct common-equivalent holdings of 3,556.207 and 2,008,479.492 reported in the filing. Class C Units were issued as long-term incentive compensation and will vest in full on December 31, 2025 subject to continued service. OP Units are described as exchangeable one-for-one for cash equal to fair market value of a common share or for common stock, and they carry no expiration. From an investor lens, these are compensation-related and structural ownership changes rather than open-market purchases or sales; they affect reported insider exposure and dilution mechanics through OP-to-stock exchangeability.

Corporate Governance Expert

TL;DR: The Form 4 records routine incentive conversion and transfers to related entities with disclosure of shared voting/dispositive power.

The report discloses the nature of holdings and control: several OP Unit balances are held indirectly by entities and trusts for which Mr. Edison reports shared voting and dispositive power but disclaims beneficial ownership except to the extent of his pecuniary interest. The filing also provides the governance detail that Class C Units convert on satisfaction of vesting and parity conditions and that OP Units have no vesting or expiration. These disclosures are consistent with transparent insider reporting practices for equity-based compensation and related-party holdings.

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^*

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)
09/02/2025

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)	09/02/2025		M(2)			3,556.207	(1)(2)	(1)(2)	Common Stock	3,556.207	$0	3,556.207(3)	D
OP Units	(1)(2)	09/02/2025		M(2)		3,556.207		(1)	(1)	Common Stock	3,556.207	$0	2,008,479.492	D
OP Units	(1)	09/02/2025		G			1,999,800	(1)	(1)	Common Stock	1,999,800	$0	8,679.492	D
OP Units	(1)	09/02/2025		G	V	1,999,800		(1)	(1)	Common Stock	1,999,800	$0	1,999,800(4)	I	By Junebug Trust I, LLC
OP Units	(1)	09/02/2025		G			20,200	(1)	(1)	Common Stock	20,200	$0	458,893.389(4)	I	By Spouse's Family Trust
OP Units	(1)	09/02/2025		G	V	20,200		(1)	(1)	Common Stock	20,200	$0	2,020,000(4)	I	By Junebug Trust I, LLC
OP Units	(1)							(1)	(1)	Common Stock	2,150,000		2,150,000(4)	I	By Sprinkles Trust LLC
OP Units	(1)							(1)	(1)	Common Stock	1,814,405.871		1,814,405.871(4)	I	By Jeffrey Edison Family Trust
OP Units	(1)							(1)	(1)	Common Stock	1,134,215.303		1,134,215.303(4)	I	By Edison Properties LLC
OP Units	(1)							(1)	(1)	Common Stock	431,233.177		431,233.177(4)	I	By Edison Family Trust
OP Units	(1)							(1)	(1)	Common Stock	330,666.876		330,666.876(4)	I	By Edison Ventures Trust
OP Units	(1)							(1)	(1)	Common Stock	276,927.452		276,927.452(4)	I	By Old 97, Inc
OP Units	(1)							(1)	(1)	Common Stock	211,265.707		211,265.707(4)	I	By Spouse's Trust
OP Units	(1)							(1)	(1)	Common Stock	60,583.377		60,583.377(4)	I	By Father's Trust

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. Reflects the conversion of Class C Units of limited partnership interests ("Class C Units") in PECO OP to OP Units. Class C Units are issued as long-term incentive compensation pursuant to the Issuer's equity based compensatory programs. Class C Units convert to OP Units on a one-for-one basis as a result of the satisfaction of any applicable vesting conditions and the achievement of full parity between the Class C Units and OP Units, based upon capital account balance per unit and the applicable terms of PECOs OP's partnership agreement. The Class C Units have no expiration date.

3. Represents 3,556.207 unvested, earned Class C Units issued in lieu of cash dividends accrued on the earned 2022-2024 Performance-Based LTIP Units. The unvested Class C units will vest in full on December 31, 2025, subject to continued service with the Company.

4. 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	09/04/2025
	** 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).
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FAQ

What transactions did Jeffrey Edison report on Form 4 for PECO on 09/02/2025?

The filing shows conversion of 3,556.207 Class C Units to OP Units and acquisition/recording of 1,999,800 OP Units on 09/02/2025.

When do the converted Class C Units vest?

The unvested Class C Units will vest in full on December 31, 2025, subject to continued service with the company.

What are OP Units and how do they convert to PECO common stock?

OP Units are limited partnership interests in PECO OP that are exchangeable, at the holder’s election, one-for-one for cash equal to the fair market value of one share of common stock or, at PECO OP’s option, for shares of common stock.

Does Mr. Edison hold OP Units indirectly through other entities?

Yes. The filing lists substantial indirect OP Unit holdings held by entities and trusts (e.g., Junebug Trust I, LLC; family and spouse trusts), and notes shared voting and dispositive power with Mr. Edison disclaiming beneficial ownership except for pecuniary interest.

Are there any cash prices disclosed for these transactions?

No. The Form 4 reports the conversions and unit counts with a price of $0 for the reported unit exchanges.