Caulfield John P 4
4 · Phillips Edison & Company, Inc. · Filed Feb 6, 2026
Research Summary
AI-generated summary of this filing
Phillips Edison (PECO) CFO John Caulfield Receives Award Units
What Happened
- John P. Caulfield, CFO, EVP & Treasurer of Phillips Edison & Company (PECO), was granted a total of 12,124.883 limited partnership units on February 4, 2026. The transaction entries show awards of 5,643 units, 838.883 units, and another 5,643 units, all recorded at $0.00 (award/derivative acquisitions) — no cash was paid. These are partnership units in PECO OP that are exchangeable for PECO common stock or cash equal to the stock’s fair market value on a one-for-one basis (see Footnote F1).
Key Details
- Transaction date: 2026-02-04; Form filed: 2026-02-06 (filed timely).
- Awards recorded at $0.00 (transaction code A — grant/award of derivative units).
- Total units granted: 12,124.883 partnership units (sum of 5,643 + 838.883 + 5,643).
- Shares owned after transaction: not specified in the provided filing details.
- Notable footnotes:
- F1: OP Units are exchangeable one-for-one for PECO common stock or cash (no expiration, not subject to vesting).
- F2: Some units were earned based on achievement of 2023–2025 performance metrics (Performance-Based LTIP).
- F3: Class B Units were issued in lieu of cash dividends on earned LTIP units; they vest into OP Units upon achieving parity based on capital account balance.
- F4/F5: Class C Units convert to OP Units upon parity and satisfaction of vesting; certain Class C Units are unvested and vest in full on Jan 1, 2027 subject to continued service.
Context
- These are derivative/partnership unit awards tied to a multi-year performance LTIP rather than open-market purchases or sales. They represent potential future economic interest convertible into common stock (or cash) per the partnership agreement and may be subject to conversion/vesting conditions before becoming equivalent to common shares. This filing is informational and does not by itself indicate a buy/sell market signal.
Insider Transaction Report
Form 4
Caulfield John P
CFO, EVP & Treasurer
Transactions
- Award
OP Units
[F1][F2]2026-02-04+5,643→ 83,664.022 total→ Common Stock (5,643 underlying) - Award
Class B Units
[F1][F3]2026-02-04+838.883→ 838.883 total→ Common Stock (838.883 underlying) - Award
Class C Units
[F1][F4][F5]2026-02-04+5,643→ 5,643 total→ Common Stock (5,643 underlying)
Footnotes (5)
- [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.
- [F2]Represents OP Units earned based upon the Issuer's achievement of performance metrics under the 2023-2025 Performance-Based LTIP Units.
- [F3]Represents vested Class B Units of limited partnership interests ("Class B Units") in PECO OP issued in lieu of cash dividends accrued on the earned 2023-2025 Performance-Based LTIP Units. At issuance, the Class B 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 B Units convert to OP Units on a one-for-one basis. The Class B Units have no expiration date.
- [F4]Represents Class C Units of limited partnership interests ("Class C Units") in PECO OP. 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, and upon satisfaction of any applicable vesting conditions, the vested Class C Units convert to OP Units on a one-for-one basis. The Class C Units have no expiration date.
- [F5]Represents unvested Class C Units earned based upon the Issuer's achievement of the performance metrics under the 2023-2025 Performance-Based LTIP Units which will vest in full on January 1, 2027, subject to continued service with the Company.
Signature
/s/ Jennifer Robison, Attorney-in-Fact|2026-02-06