Sec Form 4 Filing - Murphy Devin Ignatius @ Phillips Edison & Company, Inc. - 2024-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Murphy Devin Ignatius 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) Managing Director (Last) (First) (Middle) 11501 NORTHLAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) CINCINNATI, OH45249 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 OP Units ( 1 ) 03/01/2024 A( 2 ) 16,500 ( 1 ) ( 1 ) Common Stock 16,500 $ 0 344,331.012 D OP Units ( 1 ) ( 1 ) ( 1 ) Common Stock 378,487.819 378,487.819 I By DJM Investments LLC Class B Units ( 1 ) ( 3 ) 03/01/2024 A( 3 ) 10,859 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 10,859 $ 0 10,859 D Class C Units ( 1 ) ( 4 ) 03/01/2024 A( 4 ) 1,143.786 ( 1 )( 4 ) ( 1 )( 4 ) Common Stock 1,143.786 $ 0 1,143.786 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy Devin Ignatius 11501 NORTHLAKE DRIVE CINCINNATI, OH45249 Managing Director Signatures /s/ Jennifer Robison, Attorney-in-Fact 03/05/2024 Signature of Reporting Person Date

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 )Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2021-2023 Performance-Based LTIP Units that were fully vested upon earning. ( 3 )Represents the grant of fully vested Class B Units of limited partnership interests ("Class B Units") in PECO OP, under the Issuer's long term incentive plan. At issuance, the Class B Units do not have full parity with the 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 achieving full parity with OP Units, the vested Class B Units would convert into an equal number of OP Units. The Class B Units have no expiration date. ( 4 )Represents vested Class C Units of limited partnership interests ("Class C Units") in PECO OP issued in lieu of cash dividends accrued on the earned 2021-2023 Performance-Based LTIP Units. At issuance, the Class C Units do not have full parity with the OP Units, but upon achieving parity with the OP Units under the PECO OP's partnership agreement, based upon capital account balance per unit, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration 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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