Vanguard discloses 10.82% Phillips Edison (PECO) stake in Schedule 13G

Rhea-AI Filing Summary

Vanguard Portfolio Management filed a Schedule 13G reporting a passive ownership stake in Phillips Edison & Co Inc common stock. It reports beneficial ownership of 13,612,487 shares, representing 10.82% of the outstanding class, with shared voting power over 60,709 shares and shared dispositive power over all 13,612,487 shares.

The filing follows an internal realignment at The Vanguard Group, Inc. on January 12, 2026, after which portfolio management and proxy voting functions shifted to Vanguard Portfolio Management LLC and certain affiliates. The securities are certified as held in the ordinary course of business, not for the purpose of changing or influencing control of Phillips Edison.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Phillips Edison & Co Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71844V201

(CUSIP Number)

01/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 71844V201

1

Names of Reporting Persons

Vanguard Portfolio Management

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 60,709.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 13,612,487.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,612,487.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.82 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: On January 12, 2026, The Vanguard Group, Inc., the parent entity of Vanguard Portfolio Management LLC, went through an internal realignment. As of that date, The Vanguard Group, Inc. no longer performs portfolio management services or administers proxy voting. Such services are performed by Vanguard Portfolio Management LLC. In accordance with SEC Release No. 34-39538 (January 12, 1998), Vanguard Portfolio Management LLC anticipates that it and certain other subsidiaries or business divisions of subsidiaries of The Vanguard Group, Inc., that currently have, or are deemed to have, beneficial ownership with The Vanguard Group, Inc., will report beneficial ownership on a disaggregated basis from The Vanguard Group, Inc. in reliance on such release. These subsidiaries and/or business divisions pursue the same investment strategies as previously pursued by The Vanguard Group, Inc. prior to the realignment. This Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Portfolio Management LLC and the following affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates: Vanguard Fiduciary Trust Company. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Portfolio Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated in the previous paragraph exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other affiliates of Vanguard Portfolio Management LLC or business divisions of such affiliates.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Phillips Edison & Co Inc
(b)	Address of issuer's principal executive offices: 11501 Northlake Drive, Cincinnati, OH, 45249
Item 2.
(a)	Name of person filing: Vanguard Portfolio Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 71844V201
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 13612487
(b)	Percent of class: 10.82 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 60709
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 13612487
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Vanguard Portfolio Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vanguard Portfolio Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	02/05/2026

FAQ

What ownership stake does Vanguard Portfolio Management report in Phillips Edison (PECO)?

Vanguard Portfolio Management reports beneficial ownership of 13,612,487 Phillips Edison common shares, representing 10.82% of the class. The position reflects shares over which it and certain affiliates have dispositive power, held for clients and Vanguard funds in the ordinary course of business.

Does Vanguard Portfolio Management seek to influence control of Phillips Edison (PECO)?

No. Vanguard Portfolio Management certifies the Phillips Edison shares were acquired and are held in the ordinary course of business. It states they were not acquired and are not held to change or influence control, consistent with a passive Schedule 13G filing status.

How much voting power does Vanguard Portfolio Management report for Phillips Edison (PECO) shares?

Vanguard Portfolio Management reports no sole voting power and shared voting power over 60,709 Phillips Edison shares. It reports no sole dispositive power but shared dispositive power over 13,612,487 shares, indicating voting authority is limited while dispositive authority covers the full reported position.

What internal changes at Vanguard led to this Phillips Edison (PECO) filing?

On January 12, 2026, The Vanguard Group, Inc. shifted portfolio management and proxy voting responsibilities to Vanguard Portfolio Management LLC and certain affiliates. Following this realignment, Vanguard entities, including Vanguard Portfolio Management, began reporting beneficial ownership on a disaggregated basis under SEC guidance.

Which Vanguard affiliates are included in the reported Phillips Edison (PECO) ownership?

The reported beneficial ownership reflects securities held or deemed held by Vanguard Portfolio Management LLC and affiliates or business divisions including Vanguard Fiduciary Trust Company. It includes securities held by Vanguard funds and managed accounts over which these entities exercise dispositive and, in some cases, voting power.

Who receives dividends and sale proceeds from Vanguard’s Phillips Edison (PECO) holdings?

Vanguard Portfolio Management states that it, registered investment companies, and other managed accounts have the right to receive, or direct receipt of, dividends and sale proceeds. No single other person’s interest in the reported securities exceeds five percent of the Phillips Edison common stock class.