Transaction Details

Footnotes

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. | Reflects the conversion of Class C Units of limited partnership interests ("Class C Units") in PECO OP to OP Units. Class C Units are issued as long-term incentive compensation pursuant to the Issuer's equity based compensatory programs. Class C Units convert to OP Units on a one-for-one basis as a result of the satisfaction of any applicable vesting conditions and the achievement of full parity between the Class C Units and OP Units, based upon capital account balance per unit and the applicable terms of PECOs OP's partnership agreement. The Class C Units have no expiration date. | Represents 3,556.207 unvested, earned Class C Units issued in lieu of cash dividends accrued on the earned 2022-2024 Performance-Based LTIP Units. The unvested Class C units will vest in full on December 31, 2025, subject to continued service with the Company. | 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.