Phillips Edison & Company, Inc. (the “Company”) previously registered the offer and sale of shares of common stock, par value $0.01 per share (the “common stock”), of the Company having an aggregate offering price of up to $250,000,000 by means of a prospectus supplement filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”) on February 12, 2024 (the “2024 ATM Prospectus Supplement”), pursuant to the Company’s registration statement on Form

S-3ASR

(File

No. 333-262627)

filed with the Securities and Exchange Commission (“SEC”) on February 10, 2022 (the “2022 Registration Statement”). In connection with the filing of the 2024 ATM Prospectus Supplement, the Company paid a filing fee of $36,900 in connection with the registration of shares of common stock having a maximum aggregate offering price of $250,000,000 to be issued and sold as part of an

“at-the-market”

offering. Of those shares of common stock, shares of common stock having an aggregate offering price of $72,800,000 have been sold and shares of common stock with a maximum aggregate offering price of $177,200,000 remain unsold. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this prospectus supplement include the shares of common stock having an aggregate offering price of $177,200,000 previously registered on the 2022 Registration Statement (the “Carry Forward Securities”). The registration fee with respect to the Carry Forward Securities, totaling $26,154.72, was previously paid on February 12, 2024, and, pursuant to Rule 415(a)(6) under the Securities Act, such registration fee will continue to be applied to the Carry Forward Securities. Pursuant to Rule 415(a)(6), the offering of the Carry Forward Securities under the 2022 Registration Statement was deemed terminated as of the immediate effectiveness of the Company’s new registration statement on Form

S-3ASR

(File

No. 333-284765)

filed with the SEC on February 7, 2025. As a result, no additional filing fee is due.