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 $1.00 per share

Rule 457(c) and

Rule 457(h)

500,000

$644.28⁽²⁾

$

322,140,000.00

$147.60 per

$1,000,000

$

47,547.86

Total Offering Amounts

$

322,140,000.00

$

47,547.86

Total Fee Offsets

-

Net Fee Due

$

47,547.86

(1)

This Registration Statement on Form S-8 registers 500,000 shares of Class B common stock, par value $1.00 per share (“Class B Common Stock”), of Graham Holdings Company (the “Registrant”) that may be offered to participants in the Savings Plan for Graham Holdings Company, the 401(k) Savings Plan for GHC Affiliates and the Kaplan, Inc. Tax Deferred Savings Plan for Salaried Employees (each, a “Plan” and collectively, the “Plans”).  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”).  In addition, under the Securities Act, this Registration Statement covers an indeterminate amount of plan interests to be offered or sold pursuant to the Plans.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to the provisions of Rule 457(c) and 457(h) under the Securities Act on the basis of $644.28 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 December 7, 2023, which date is within five business days prior to the filing of this Registration Statement.