Item 1.01. Entry into a Material Definitive Agreement.

On May 20, 2022, Phillips Edison & Company, Inc. (the "Company") and Phillips Edison Grocery Center Operating Partnership I, L.P. (the "Partnership") entered into that certain First Amendment to Credit Agreement (the "First Amendment") with the lenders party thereto, and PNC Bank, National Association as administrative agent. The First Amendment amends the Credit Agreement entered into as of July 2, 2021 (as amended by the First Amendment, the "Credit Agreement") among the Company, the Partnership, the lenders party thereto, and PNC Bank, National Association as administrative agent in order to, among other things:

    •     increase the total revolving credit commitments under the Credit
          Agreement from $500.0 million to $800.0 million; and



    •     replace the interest rate based on London Interbank Offered Rate with an
          interest rate based on secured overnight financing rate.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Form 8-K is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On May 20, 2022, the Company issued a press release announcing the First Amendment of the Credit Facility. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No                                  Description

10.1               First Amendment to the Credit Agreement among Phillips Edison
                 Grocery Center Operating Partnership I, L.P., Phillips Edison &
                 Company, Inc., the lenders party thereto, and PNC Bank, National
                 Association as administrative agent, dated May 20, 2022.

99.1               Press release regarding First Amendment of the Credit Facility
                 dated May 20, 2022.

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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