Item 1.01. Entry into a Material Definitive Agreement.

Bank of America Amendment

On November 17, 2022, Phillips Edison & Company, Inc. (the "Company") and Phillips Edison Grocery Center Operating Partnership I, L.P. (the "Partnership") entered into a second amendment (the "Bank of America Amendment") to the Amended and Restated Credit Agreement, dated as of November 16, 2018, among the Partnership, as borrower, the Company, as a guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent, as amended by the first amendment, dated as of September 24, 2021. The purpose of the Bank of America Amendment was to transition the benchmark rate from LIBOR to a SOFR-based rate.

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

KeyBank Amendment

On November 17, 2022, the Company and the Partnership entered into a fourth amendment (the "KeyBank Amendment") to the existing Credit Agreement, dated as of October 4, 2017, among the Partnership, as borrower, the Company, as a guarantor, the lenders party thereto, and KeyBank National Association, as administrative agent, as amended by the first amendment, dated as of November 16, 2018, the second amendment dated as of October 4, 2019, and the third amendment, dated as of September 24, 2021. The purpose of the KeyBank Amendment was to transition the benchmark rate from LIBOR to a SOFR-based rate.

The foregoing description of the KeyBank Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the KeyBank Amendment, a copy of which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.

CapOne Amendment

On November 17, 2022, the Company and the Partnership entered into a fourth amendment (the "CapOne Amendment") to the existing Credit Agreement, dated as of September 25, 2017, among the Partnership, as borrower, the Company, as a guarantor, the lenders party thereto, and Capital One, National Association, as administrative agent, as amended by the first amendment, dated as of November 16, 2018, the second amendment dated as of September 25, 2019, and the third amendment, dated as of September 24, 2021. The purpose of the CapOne Amendment was to transition the benchmark rate from LIBOR to a SOFR-based rate.

The foregoing description of the CapOne Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the CapOne Amendment, a copy of which is filed as Exhibit 10.3 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No                                     Description

10.1          Second Amendment to the Credit Agreement among Phillips Edison
            Grocery Center Operating Partnership I, L.P., Phillips Edison &
            Company, Inc., the lenders party thereto, and Bank of America, N.A.,
            as administrative agent, dated November 17, 2022.

10.2          Fourth Amendment to the Credit Agreement among Phillips Edison
            Grocery Center Operating Partnership I, L.P., Phillips Edison &
            Company, Inc., the lenders party thereto, and KeyBank National
            Association., as administrative agent, dated November 17, 2022.

10.3          Fourth Amendment to the Credit Agreement among Phillips Edison
            Grocery Center Operating Partnership I, L.P., Phillips Edison &
            Company, Inc., the lenders party thereto, and Capital One, National
            Association, as administrative agent, dated November 17, 2022.

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

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