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

Common Stock,

$1.00 par

value per share(1)

Rule 457(c)

and 457(h)

2,500,000(2)

$36.15(3)

$

90,375,000

$110.20 per

million

$

9,959.33

(1)

Knife River Corporation (the “Company”) is filing this Registration Statement to register 2,500,000 shares of common stock, $0.01 par value per share (“Common Stock”), for issuance under the Knife River Corporation Long-Term Performance-Based Incentive Plan (the “Plan”).  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of the Company’s Common Stock that become issuable under the Plan set forth herein by reason of any stock split, stock dividend, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Company’s Common Stock, as applicable.

 

(2)

Represents 2,500,000 shares of Common Stock issuable pursuant to the Plan.

 

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Company’s Common Stock as reported on the New York Stock Exchange on June 1, 2023, which date is within five business days prior to filing this Registration Statement.