Security Type

Security Class Title

Fee Calculation Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Share

Maximum Aggregate Offering Price

Fee Rate

 

Amount of Registration Fee

Equity

Class B Common Stock, par value $0.01 per share

Rule 457(c) and Rule 457(h)

500,000 (2)

$ 540.875 (3)

$  270,437,500.00

$92.70 per $1,000,000

$  25,069.56

Total Offering Amounts

$  270,437,500.00

$  25,069.56

Total Fee Offsets

-

Net Fee Due

$  25,069.56

(1)

This Registration Statement on Form S-8 covers shares of Class B common stock, par value $0.01 per share (“Class B Common Stock”), of Graham Holdings Company (the “Registrant”) that are authorized for issuance under the Graham Holdings Company 2022 Incentive Compensation Plan (the “2022 Plan”). In the event of any stock dividend, stock split or other similar transaction involving the Class B Common Stock, the number of shares registered hereby shall automatically be adjusted in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Represents additional shares of Class B Common Stock reserved for issuance under the 2022 Plan.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act on the basis of $540.88 per share, which represents the average of the high and low prices of the Registrant’s Class B Common Stock as reported on the New York Stock Exchange on June 21, 2022.