0001161728S-3ASREX-FILING FEESN/AN/A00011617282026-02-242026-02-24000116172812026-02-242026-02-24000116172842026-02-242026-02-24000116172852026-02-242026-02-24000116172862026-02-242026-02-24000116172882026-02-242026-02-24000116172832026-02-242026-02-24000116172872026-02-242026-02-24000116172822026-02-242026-02-24xbrli:purexbrli:sharesiso4217:USD

EXHIBIT 107

 

Calculation of Filing Fee Tables

Form S-3
(Form Type)

MGE Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)

Not Applicable
(Translation of Registrant’s Name into English)

Table 1: Newly Registered and Carry Forward Securities

 

 

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

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock, $1 par value per share

457(r)*

 

 

 

0.0001381

 

 

 

 

 

 

Debt

Debt Securities

457(r)*

 

 

 

0.0001381

 

 

 

 

 

 

Debt

Medium-Term Notes

457(r)*

 

 

 

0.0001381

 

 

 

 

 

 

Equity

Warrants

457(r)*

 

 

 

0.0001381

 

 

 

 

 

 

Equity

Stock Purchase Contracts

457(r)*

 

 

 

0.0001381

 

 

 

 

 

 

Equity

Stock Purchase Units

457(r)*

 

 

 

0.0001381

 

 

 

 

 

 

Equity

Units

457(r)*

 

 

 

0.0001381

 

 

 

 

 

Fees Previously Paid

 

 

 

 

 

 

 

 

 

 

 

 

Carry Forward Securities

1


 

Carry Forward Securities

Equity

Common Stock, $1 par value per share

415(a)(6)**

2,645,252

 

$164,323,054.24

 

 

S-3

333-271733

05/08/2023

$21,329.13

 

Total Offering Amounts

 

$164,323,054.24

-

 

 

 

 

 

Total Fees Previously Paid

 

 

-

 

 

 

 

 

Total Fee Offsets

 

 

-

 

 

 

 

 

 

Net Fee Due

 

 

-

 

 

 

 

 

* There are being registered hereunder such presently indeterminate (a) number of shares of Common Stock, par value $1 per share, Warrants, Stock Purchase Contracts, Stock Purchase Units and Units and (b) principal amount of Debt Securities of MGE Energy, Inc. and Medium-Term Notes of Madison Gas and Electric Company, as may from time to time be issued at indeterminate prices. This registration statement also covers (i) an indeterminate amount of our securities as may be issued upon conversion of or exchange for, as the case may be, any other securities registered under this registration statement and (ii) an indeterminate number of additional shares of Common Stock which may be issued with respect to such shares of Common Stock in connection with any stock split, stock dividend, reclassifications or similar transactions. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the "Securities Act"), the Registrant is deferring payment of all of the registration fees (except as indicated in the table above under “Carry Forward Securities” and in footnote ** below).

** Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, this registration statement includes 2,645,252 unsold shares of Common Stock (the “Carry Forward Securities”) that had been previously registered on the Registrant’s registration statement on Form S-3, File No. 333-271733 (the “Prior Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on, and effective on, May 8, 2023. The Carry Forward Securities were originally registered on the Registrant’s registration statement on Form S-3, File No. 333-238196 (the “Original Registration Statement”), filed with the SEC on, and effective on, May 12, 2020 and carried forward to the Prior Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include the Carry Forward Securities, and the registration fee totaling $21,329.13 that was previously paid in connection with the Original Registration Statement with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. Pursuant to Rule 415(a)(6), the offering of securities under the Prior Registration Statement will be deemed terminated as of the time of filing of this registration statement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2


 

 

 

 

Table 2: Fee Offset Claims and Sources Not Applicable

 

Registrant or Filer Name

Form or Filing Type

File Number

Initial Filing Date

Filing Date

Fee Offset Claimed

Security Type Associated with Fee Offset Claimed

Security Title Associated with Fee Offset Claimed

Unsold Securities Associated with Fee Offset Claimed

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed

Fee Paid with Fee Offset Source

Rules 457(b) and 0-11(a)(2)

Fee Offset Claims

 

 

 

 

 

 

 

 

 

 

 

Fee Offset Sources

 

 

 

 

 

 

 

 

 

 

 

Rule 457(p)

Fee Offset Claims

 

 

 

 

 

 

 

 

 

 

 

Fee Offset Sources

 

 

 

 

 

 

 

 

 

 

 

 

Table 3: Combined Prospectuses Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

 

 

 

 

 

 

 

 

3