X0306 4 2021-03-10 0 0001476204 Phillips Edison & Company, Inc. NONE 0001786866 Caulfield John P 11501 NORTHLAKE DRIVE CINCINNATI OH 45249 0 1 0 0 CFO, SVP & Treasurer Common Stock 2021-03-10 4 A 0 2394 8.75 A 55332.542 D Common Stock 2021-03-10 4 F 0 397 8.75 D 54935.542 D Class B Units 2021-03-10 4 A 0 15086 0.00 A Common Stock 15086 15086 D Shares of common stock earned upon the achievement of performance hurdles pursuant to the 2018 performance based plan. Shares surrendered to cover tax liability upon vesting. Represents 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 I OP"), issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. At issuance, the Class B Units will not have full parity with common units of limited partnership interest in PECO I OP ("OP Units") with respect to liquidating distributions, but upon the occurrence of certain events described in PECO I OP's partnership agreement, 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 would convert into an equal number of OP Units. Each OP Unit acquired upon conversion of a Class B Unit may be presented for redemption at the election of the holder, for cash equal to the fair market value of a share of the Issuer's Common Stock, except that the Issuer may, at its election, acquire each OP Unit so presented for one share of Common Stock. The Class B Units are time-based awards and vest in four equal annual installments: 25% on January 1, 2022, 25% on January 1, 2023, 25% on January 1, 2024, and 25% on January 1, 2025, subject to continued employment. /s/ Tanya Brady, Attorney-in-Fact 2021-03-12