Calculation of Filing Fee Table
S-8
(Form Type)
Fortrea Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit (2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common stock, par value $0.01 per share | 457(c) and 457(h) | 11,000,000 (3) | $32.925 | $362,175,000 | 0.0001102 | $39,911.685 |
| Equity | Common stock, par value $0.01 per share | 457(c) and 457(h) | 1,800,000 (4) | $32.925 | $59,265,000 | 0.0001102 | $6,531.003 |
| Total Offering Amounts | | $421,440,000 | | $46,422.69 |
| Total Fee Offsets | | | | |
| Net Fee Due | | | | $46,422.69 |
(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement covers (i) such additional number of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) issuable upon stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events or (ii) such reduced number of shares of Common Stock in respect of any reverse stock splits, stock dividends, reclassifications, recapitalizations, combinations or similar events, in each case with respect to the shares of Common Stock being registered pursuant to this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high ($33.25) and low ($32.60) sales prices per share of the common stock on the “when-issued” trading market as reported on The Nasdaq Stock Market LLC on June 22, 2023.
(3) Consists of 11,000,000 shares of Common Stock estimated to be reserved for issuance under the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan upon exercise or settlement of certain stock options and restricted stock unit awards (including any performance stock unit awards) that may become issuable pursuant to the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan.
(4) Consists of 1,800,000 shares of Common Stock that may be acquired by participants in the Fortrea Holdings Inc. 2023 Employee Stock Purchase Plan upon exercise or settlement of certain stock options and restricted stock unit awards (including any performance stock unit awards) that may become issuable pursuant to the Fortrea Holdings Inc. 2023 Employee Stock Purchase Plan.
