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Calculation of Filing Fee Tables
Form S-3
(Form Type)
MidWestOne Financial Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(1) | Maximum Aggregate Offering Price(1) | Fee Rate | Amount of Registration Fee(2) | 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(2) |
Newly Registered Securities |
Fees to Be Paid | Equity | Common Stock, par value $1.00 per share(3) | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Equity | Preferred Stock, no par value per share(3) | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Debt | Debt Securities(4) | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Other | Warrants(5) | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Other | Depositary Shares(6) | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Other | Subscription Rights(7) | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Other | Stock Purchase Contracts | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Other | Stock Purchase Units | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
Fees to Be Paid | Other | Units | 457(o) | | | | $147.60 per $1,000,000 | | — | — | — | — |
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Fees to Be Paid | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | | | $50,000,000(1) | $147.60 per $1,000,000 | $7,380 | — | — | — | — |
Fees Previously Paid | — | — | — | — | — | — | — | — | — | — | — | — |
Carry Forward Securities |
Carry Forward Securities | Equity | Common Stock, par value $1.00 per share(3) | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Equity | Preferred Stock, no par value per share(3) | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Debt | Debt Securities(4) | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Other | Warrants(5) | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Other | Depositary Shares(6) | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Other | Subscription Rights(7) | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Other | Stock Purchase Contracts | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Other | Stock Purchase Units | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Other | Units | 415(a)(6) | — | — | — | — | — | — | — | — | — |
Carry Forward Securities | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 415(a)(6) | $100,000,000 | — | $100,000,000 | | | S-3 | 333-266263 | July 28, 2022 | $11,110 |
| Total Offering Amounts | | $150,000,000 | | $7,380 | | | | |
| Total Fees Previously Paid | | | | — | | | | |
| Total Fee Offsets | | | | — | | | | |
| Net Fee Due | | | | $7,380 | | | | |
(1) Calculated in accordance with Rule 457(o) under the Securities Act of 1933. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance of the securities registered by this registration statement. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee. In no event will the aggregate maximum offering price of all securities issued under this registration statement exceed $150,000,000. The amount registered is not specified as to each class of securities to be registered hereunder pursuant to Instruction 2.A.iii.b. of Item 16(b) of Form S-3 under the Securities Act of 1933.
(2) This registration statement registers securities with a maximum aggregate offering price of $150,000,000. Of these securities, securities with a maximum aggregate offering price of $50,000,000 (the “Newly Registered Securities”) are being newly registered on this registration statement and securities with a maximum aggregate offering price of $100,000,000 (the “Unsold Securities”) represent unsold securities previously registered by the registrant on its Registration Statement on Form S-3 filed on July 21, 2022 and declared effective on July 28,
2022 (File No. 333-266263) (the “Prior Registration Statement”), $49,312,500.00 of which Unsold Securities (the “2016 Unsold Securities”) had been carried forward from the registrant’s Registration Statement on Form S-3 filed on June 24, 2016, amended on July 19, 2016, and declared effective on July 22, 2016 (File No. 333-212229) (the “2016 Registration Statement”), and $50,687,500.00 of which Unsold Securities (the “2019 Unsold Securities”) had been carried forward from the registrant’s Registration Statement on Form S-3 filed on July 18, 2019 and declared effective on July 26, 2019 (File No. 333-232705) (the “2019 Registration Statement”). In connection with the 2016 Registration Statement, the registrant paid $4,966 in registration fees (based on the filing fee rate in effect at the time of the filing of the 2016 Registration Statement) related to the 2016 Unsold Securities that will be applied to the securities registered pursuant to this registration statement. In connection with the 2019 Registration Statement, the registrant paid $6,144 in registration fees (based on the filing fee rate in effect at the time of the filing of the 2019 Registration Statement) related to the 2019 Unsold Securities that will be applied to the securities registered pursuant to this registration statement. In accordance with Question 212.24 of the Securities and Exchange Commission, Division of Corporation Finance’s Compliance and Disclosure Interpretations regarding Securities Act Rules, the registrant is not required to pay any additional fee with respect to the Unsold Securities being included in this registration statement in reliance on Rule 415(a)(6), because such Unsold Securities (and associated fees) are being moved from the Prior Registration Statement to this registration statement. The amount of the registration fee being paid herewith ($7,380) relates to the Newly Registered Securities. During the grace period afforded by Rule 415(a)(5) under the Securities Act, the registrant may continue to offer and sell under the Prior Registration Statement the Unsold Securities being registered hereunder. To the extent that, after the filing but prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities under the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and, if applicable, the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
(3) Shares of common stock or preferred stock may be issued in primary offerings, upon conversion of debt securities or preferred stock registered hereby or upon the exercise of warrants or subscription rights to purchase preferred stock or common stock.
(4) The debt securities being registered hereunder will consist of one or more series of senior debt securities or subordinated debt securities, or any combination thereof, as more fully described herein.
(5) Warrants exercisable for common stock, preferred stock, depositary shares, debt securities or other securities.
(6) The depositary shares registered hereunder will be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of preferred stock, then depositary receipts will be distributed to those persons purchasing the fractional interests and the shares will be issued to the depositary under the deposit agreement.
(7) Subscription rights evidencing the right to purchase common stock, preferred stock, depositary shares, debt securities or other securities.