S-3 S-3ASR EX-FILING FEES 0000835011 MGP INGREDIENTS INC Y N 0000835011 2025-02-25 2025-02-25 0000835011 1 2025-02-25 2025-02-25 0000835011 1 2025-02-25 2025-02-25 0000835011 2 2025-02-25 2025-02-25 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

MGP INGREDIENTS INC

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 1 Equity Common Stock, no par value 457(a) 4,892,201 $ 32.35 $ 158,262,702.35 0.0001531 $ 24,230.02
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 158,262,702.35

$ 24,230.02

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 31,181.30

Net Fee Due:

$ 0.00

Offering Note

1

The shares of Common Stock will be offered for resale from time to time by the selling stockholders named in the prospectus included as part of this registration statement or in one or more accompanying prospectus supplements from time to time. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement also covers an indeterminate number of additional shares of Common Stock as may be issuable with respect to the shares of Common Stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. This estimate is made pursuant to Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the registrant's shares of common stock on February 21, 2025, as reported on the Nasdaq Global Select Market.

Table 2: Fee Offset Claims and Sources

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 1, 2 MGP Ingredients, Inc. S-3 333-260014 10/04/2021 $ 31,181.30 Equity Common Stock, no par value 5,009,201 $ 336,367,847.15
Fee Offset Sources MGP Ingredients, Inc. S-3 333-260014 10/04/2021 $ 31,181.30

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

Pursuant to Rule 457(p) under the Securities Act, the registrant is offsetting the registration fees due in connection with the registration of 4,892,201 shares of the registrant's Common Stock for resale from time to time by the selling stockholders named in the prospectus included as part of this registration statement or in one or more accompanying prospectus supplements from time to time by $24,230.02, which represents a portion of the $31,181.30 in registration fees previously paid and unused with respect to the Prior Registration Statement, as described below. Additionally, any offering of unsold securities pursuant to the Prior Registration Statement has terminated and no additional registration fees are due at this time. As a result of this offset, the registrant will have $6,951.28 remaining in unsold filing fees available for application to future filings.

Offset Note

2

The registrant previously registered 5,009,201 shares of Common Stock for the resale from time to time by selling stockholders pursuant to the Registration Statement on Form S-3ASR (File No. 333-260014) filed by the registrant on October 4, 2021 (the "Prior Registration Statement"). In connection with the Prior Registration Statement, the registrant paid a registration fee in the amount of $31,181.30. No securities were sold under the Prior Registration Statement, leaving 5,002,201 shares of Common Stock unsold thereunder. This estimate was made pursuant to Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the registrant's shares of common stock on September 28, 2021, in connection with the Prior Registration Statement, as reported on the Nasdaq Global Select Market.