EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

424(b)(5)

(Form Type)

Phillips Edison & Company, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities



	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Newly Registered Securities

Fees to Be Paid	Equity	Phillips Edison & Company, Inc. Common Stock, $0.01 par value per share	Rule 457(o)(1)	—	—	$250,000,000	.00014760	$36,900

Fees Previously Paid	—	—	—	—	—	—		—

	Total Offering Amounts					$250,000,000		$36,900

	Total Fees Previously Paid							—

	Total Fee Offsets							$36,900

	Net Fee Due							$0

Table 2: Fee Offset Claims and Sources

Registrant

or Filer

Name

Form

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee Offset

Claimed

Security

Type

Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset

Claimed

Unsold

Securities

Associated

with Fee

Offset

Claimed

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

Fee Paid with

Fee Offset

Source

Rule 457(p)

Fee Offset

Claims

Phillips

Edison &

Company,

Inc. and

Phillips

Edison

Grocery

Center

Operating

Partnership I,

L.P.

S-3

333-259059

and

333-259059-01

08/25/2021

$36,900

Debt Securities

$338,221,814

Fee Offset

Sources

Phillips

Edison &

Company,

Inc. and

Phillips

Edison

Grocery

Center

Operating

Partnership I,

L.P.

S-3

333-259059

and

333-259059-01

08/25/2021

$109,100 (2)

(1)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant initially deferred payment of all of the registration fee for the registration statement on Form S-3 (Registration Statement Nos. 333-262627 and 333-262627-01) (the “2022 Form S-3”) filed by the registrant with the Securities and Exchange Commission on February 10, 2022.

(2)

Phillips Edison & Company, Inc. (the “Company”) is registering shares of common stock having a proposed maximum aggregate offering price of up to $250,000,000 pursuant to the prospectus supplement to which this Exhibit 107 relates (the “Current Prospectus Supplement”). The Company and Phillips Edison Grocery Center Operating Partnership I, L.P. (the “OP”) filed a Registration Statement on Form S-3 (Registration Nos. 333-259059 and 333-259059-01) on August 25, 2021 and amended on September 16, 2021 (the “2021 Form S-3”) relating to the offer and sale of debt securities having an aggregate offering price of up to $1,000,000,000. In connection with the filing of the 2021 Form S-3 on August 25, 2021, the Company made a contemporaneous fee payment in the amount of $109,100, reflecting the fee due with respect to the debt securities to be offered. The Company and the OP subsequently filed the 2022 S-3 and the 2021 Form S-3 was terminated in connection with the filing of the 2022 Form S-3. Pursuant to Rules 456(b) and 457(p) under the Securities Act, $70,915 remaining of the unutilized fees that were previously paid in connection with the 2021 Form S-3, relating to debt securities having an aggregate offering price of up to $650,000,000 that represent unsold securities previously registered on the 2021 Form S-3, were carried forward and applied against the filing fees due for the 2022 Form S-3. Also on February 10, 2022, the Company filed a prospectus supplement dated February 10, 2022 (the “Prior ATM Prospectus Supplement”) relating to the offer and sale of shares of common stock having an aggregate offering price of up to $250,000,000. In connection with the filing of the Prior ATM Prospectus Supplement, the Company offset $23,715 of filing fees with the unutilized fees from the 2021 S-3. Shares of common stock having a proposed maximum aggregate offering price of $240,959,068 have been sold as of the date hereof pursuant to the Prior ATM Prospectus Supplement. Shares of common stock having a proposed maximum offering price of $9,040,932 that are being registered pursuant to the Current Prospectus Supplement represent unsold securities previously registered pursuant to the Prior ATM Prospectus Supplement. Accordingly, securities having an aggregate offering price of $441,668,194 represent unsold securities previously registered on the 2021 Form S-3. Pursuant to Rule 457(p) under the Securities Act, $36,900 of the registration fees that were paid with respect to securities that were previously registered pursuant to the 2021 Form S-3 and were not sold thereunder or under the 2022 S-3 is offset against the registration fee of $36,900 due for this offering. Accordingly, no additional filing fees have been paid with respect to this offering. The Company has terminated the offerings that included the unsold securities under the 2021 S-3 and the Prior ATM Prospectus Supplement.