| Proposed Maximum Aggregate Value of Transaction | Fee Rate | Amount of Filing Fee | |
| | $ | | $ |
| Fees Previously Paid | — | — | |
| Total Transaction Valuation | $ | ||
| Total Fees Due for Filing | $ | ||
| Total Fees Previously Paid | | ||
| Total Fee Offsets | | ||
| Net Fee Due | $ |
| (1) | Title
of each class of securities to which transaction applies: common stock, $0.01 par value per share, of
Arcosa, Inc. (the “Common Stock”). |
|
(2)
|
Aggregate
number of securities to which transaction applies computed pursuant to Rule
0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
As of the close of business on July 21,
2026, the maximum number of shares of Common Stock to which this transaction
applies was estimated to be 49,595,462, which consists of (a) 49,106,809 shares
of Common Stock issued and outstanding as of such date (which includes 88,418
shares of Common Stock underlying outstanding restricted stock awards
(“Restricted Shares”)) and entitled to receive the per share of Common Stock merger
consideration of $150.00 in cash (the “merger consideration”), (b) 172,274 shares
of Common Stock underlying outstanding restricted stock unit awards (“RSUs”)
entitled to receive the merger consideration and (c) 316,379 shares of Common
Stock underlying outstanding performance-based restricted stock unit awards
(“Performance RSUs”) entitled to receive the merger consideration (assuming the
achievement of performance criteria at 100% of target).
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11: Estimated solely for the
purposes of calculating the filing fee, the underlying value of the transaction
(the “Total Consideration”) was calculated as the product of $150.00 and 49,595,462
shares of Common Stock (which includes the shares of Common Stock underlying Restricted
Shares, RSUs and Performance RSUs as set forth in note 2 above).
|
|
(4)
|
In
accordance with Section 14(g) of the Exchange Act and Exchange Act Rule 0-11,
the filing fee was determined by multiplying the Total Consideration by
0.00013810.
|