Caulfield John P 4
4 · Phillips Edison & Company, Inc. · Filed Mar 3, 2026
Insider Transaction Report
Form 4
Caulfield John P
CFO, EVP & Treasurer
Transactions
- Award
Class B Units
[F1][F2][F3]2026-03-01+12,016→ 12,016 total→ Common Stock (12,016 underlying) - Exercise/Conversion
Class B Units
[F2][F4]2026-03-01−1,134→ 0 total→ Common Stock (1,134 underlying) - Exercise/Conversion
Class B Units
[F2][F4][F5]2026-03-01−1,962→ 1,963 total→ Common Stock (1,962 underlying) - Exercise/Conversion
Class B Units
[F2][F4][F6]2026-03-01−2,535→ 5,069 total→ Common Stock (2,535 underlying) - Exercise/Conversion
Class B Units
[F2][F4][F7]2026-03-01−2,957→ 8,871 total→ Common Stock (2,957 underlying) - Exercise/Conversion
OP Units
[F2][F4]2026-03-01+8,588→ 92,252.022 total→ Common Stock (8,588 underlying) - Exercise/Conversion
Class B Units
[F2][F8]2026-03-01−838.883→ 0 total→ Common Stock (838.883 underlying) - Exercise/Conversion
OP Units
[F2][F8]2026-03-01+838.883→ 93,090.905 total→ Common Stock (838.883 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Signature
/s/ Jennifer Robison, Attorney-in-Fact|2026-03-03