Item 8.01 Other Events. On December 31, 2020, Phillips Edison & Company, Inc. ("PECO" or the "Company"), an internally-managed real estate investment trust and one of the nation's largest owners and operators of grocery-anchored shopping centers, announced the preliminary results of its offer (the "Tender Offer") to purchase up to 17,400,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at $5.75 per share. The Tender Offer expired at 5:00 p.m. Eastern Time on Tuesday, December 29, 2020.

Based on the preliminary count by the paying agent and depositary for the Tender Offer, approximately 13.5 million shares were tendered pursuant to the Tender Offer, and accordingly, PECO expects to purchase 100% of the tendered shares for an aggregate cost of approximately $77.7 million.

The number of shares accepted for purchase represent approximately 4.1% of PECO's fully diluted share count. Following the settlement of the Tender Offer, PECO will have approximately 319.7 million shares of Common Stock and OP Units outstanding.

The number of shares of Common Stock to be purchased are preliminary and subject to change. The preliminary information contained in this Current Report on Form 8-K is subject to confirmation by the paying agent and depositary. The final number of shares of Common Stock to be purchased will be announced following completion of the confirmation process. Payments for the shares accepted for purchase under the Tender Offer are expected to be initiated on January 7, 2021.

The press release announcing the preliminary results of the Tender Offer is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
 Exhibit Number      Description of Exhibit
      99.1             Press Release dated December 31, 2020
                     Cover Page Interactive Date File (embedded within the Inline XBRL
       104           document)



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