Item 8.01 Other Events. On January 7, 2021, 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 final 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 final count by the paying agent and depositary for the Tender Offer, a total of 13,502,940 shares were tendered pursuant to the Tender Offer, and accordingly, PECO has purchased 100% of the tendered shares for an aggregate cost of $77,641,905.

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 319.9 million shares of Common Stock and OP Units outstanding.

The press release announcing the final 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 January 7, 2021.
                     Cover Page Interactive Date File (embedded within the Inline XBRL
       104           document).

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