Jeffrey Edison - 28 Feb 2025 Form 4 Insider Report for Phillips Edison & Company, Inc. (PECO)

Footnote F1

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.

Footnote F2

Reflects the transfer of OP Units at fair market value in partial satisfaction of a promissory note between estate planning trusts controlled by Mr. Edison and his spouse.

Footnote F3

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.

Footnote F4

Represents the grant of Class B Units of limited partnership interests ("Class B Units") in 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 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.

Footnote 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 increments of 10,753 units on March 1, 2026, March 1, 2027, and March 1, 2028, and 10,752 units on March 1, 2029, subject to continued service with the Company.

Footnote F6

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.

Footnote 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 full on March 1, 2026, subject to continued service with the Company.

Footnote F8

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 9,003 units on March 1, 2026, and March 1, 2027, subject to continued service with the Company.

Footnote F9

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 10,782 units on March 1, 2026, March 1, 2027, and March 1, 2028, subject to continued service with the Company.