SEC FORM 4

SEC FORM 4 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^*

Caulfield John P

(Last)

(First)

(Middle)

11501 NORTHLAKE DRIVE

(Street)

CINCINNATI

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)
	CFO, EVP & Treasurer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Units	⁽¹⁾⁽²⁾	03/01/2026		A⁽¹⁾		12,016		⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾	Common Stock	12,016	$0	12,016⁽³⁾	D
Class B Units	⁽²⁾⁽⁴⁾	03/01/2026		M⁽⁴⁾			1,134	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Common Stock	1,134	$0	0	D
Class B Units	⁽²⁾⁽⁴⁾	03/01/2026		M⁽⁴⁾			1,962	⁽²⁾⁽⁵⁾	⁽²⁾⁽⁴⁾	Common Stock	1,962	$0	1,963⁽⁵⁾	D
Class B Units	⁽²⁾⁽⁴⁾	03/01/2026		M⁽⁴⁾			2,535	⁽²⁾⁽⁶⁾	⁽²⁾⁽⁴⁾	Common Stock	2,535	$0	5,069⁽⁶⁾	D
Class B Units	⁽²⁾⁽⁴⁾	03/01/2026		M⁽⁴⁾			2,957	⁽²⁾⁽⁷⁾	⁽²⁾⁽⁴⁾	Common Stock	2,957	$0	8,871⁽⁷⁾	D
OP Units	⁽²⁾⁽⁴⁾	03/01/2026		M⁽⁴⁾		8,588		⁽²⁾	⁽²⁾	Common Stock	8,588	$0	92,252.022	D
Class B Units	⁽²⁾⁽⁸⁾	03/01/2026		M⁽⁸⁾			838.883	⁽²⁾⁽⁸⁾	⁽²⁾⁽⁸⁾	Common Stock	838.883	$0	0	D
OP Units	⁽²⁾⁽⁸⁾	03/01/2026		M⁽⁸⁾		838.883		⁽²⁾	⁽²⁾	Common Stock	838.883	$0	93,090.905	D

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 2,534 units on March 1, 2027, and 2,535 units on 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 2,957 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.

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.

SEC Form 4 filed by CFO, EVP & Treasurer Caulfield John P