0002129192EX-FILING FEEStruetruetruetrue0.000.00N/AN/A 0002129192 2026-05-05 2026-05-05 0002129192 4 2026-05-05 2026-05-05 0002129192 5 2026-05-05 2026-05-05 0002129192 6 2026-05-05 2026-05-05 0002129192 1 2026-05-05 2026-05-05 0002129192 2 2026-05-05 2026-05-05 0002129192 3 2026-05-05 2026-05-05 iso4217:USD xbrli:pure xbrli:shares
EXHIBIT 107
Calculation of Filing Fee Table
FORM
S-4
(Form Type)
 
 
MOUNTAIN HOLDING, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
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
Fees to Be Paid
  Equity   Common stock, par value $0.01 per share  
457(c)
,
457(f)(1)
  894,762,823(1)   N/A   $30,597,445,806.21(2)   $0.00013810   $4,225,507.27
    Equity   Depositary Shares, each representing a 1/1000th interest in a share of Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series
1-A,
par value $1.00 per share
 
457(c)
,
457(f)(1)
  33,350,000(3)   N/A   $659,996,500.00(4)   $0.00013810   $91,145.52
    Equity   Fixed-Rate
Non-Cumulative
Perpetual Depositary Shares, each representing a 1/1000th interest in a share of Preferred Stock, Series
1-C,
par value $1.00 per share
 
457(c)
,
457(f)(1)
  12,000,000(5)   N/A   $195,000,000.00(6)   $0.00013810   $26,929.50
    Equity   6.875% Fixed-Rate-Reset
Non-Cumulative
Perpetual Preferred Stock, Series 2, par value $1.00 per share
 
457(c)
,
457(f)(2)
  500,000(7)   N/A   $500,000,000.00(8)   $0.00013810   $69,050.00
    Equity   Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series
1-A,
par value $1.00 per share
  457(o)   33,350(9)   N/A   $0.00(9)   $0.00013810(9)   $0.00(9)
    Equity   Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series
1-C,
par value $1.00 per share
  457(o)   12,000(10)   N/A   $0.00(10)   $0.00013810(10)   $0.00(10)
Fees
Previously
Paid
               
    Total Offering Amounts   $31,952,442,306.21       $4,412,632.29
    Total Fees Previously Paid          
    Total Fee Offsets          
    Net Fee Due           $4,412,632.29
 
(1)
The number of shares of common stock, par value $0.01 per share, of
Mountain
Holding, Inc. (“
New Equitable
” and such common stock, the “
New Equitable Common Stock
”) being registered is based upon an estimate of (A) (x) the maximum number of shares of common stock, par value $0.01 per share, of Corebridge Financial, Inc. (the “
Corebridge Common Stock
”) outstanding as of May 1, 2026, to be converted in the Corebridge Merger (as defined in the joint proxy/prospectus accompanying this exhibit) (456,733,121),
multiplied by
(y) the exchange ratio of 1.000 shares of New Equitable Common Stock for each share of Corebridge Common Stock (456,733,121) plus (B) (x) the maximum number of shares of common stock, par value $0.01 per share, of Equitable Holdings, Inc. (“
Equitable
” and such common stock, the “
Equitable Common Stock
”) outstanding as of May 1, 2026, to be converted in the Equitable Merger (as defined in the joint proxy/prospectus accompanying this exhibit) (281,662,145),
multiplied by
(y) the exchange ratio of 1.55516 shares of New Equitable Common Stock for each share of Equitable Common Stock (438,029,702).
(2)
Calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The aggregate offering price is (A) (x) the average of the high and low prices of Corebridge Common Stock as reported on the New York Stock Exchange (“
NYSE
”) on April 29, 2026 ($26.99)
multiplied by
(y) the maximum number of shares of Corebridge Common Stock to be converted in the Mergers (as defined in the joint proxy/prospectus accompanying this exhibit) (456,733,121) ($12,327,226,935.79) plus (B) (x) the average of the high and low prices of Equitable Common Stock as reported on the NYSE on April 29, 2026 ($41.71)
multiplied by
(y) the maximum number of shares of Equitable Common Stock to be converted in the Mergers (438,029,702) ($18,270,218,870.42).
(3)
Represents the estimated maximum number of depositary shares, each
representing
a 1/1000th interest in a share of Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series
1-A,
par value $1.00 per share, of New Equitable (the “
New Equitable Series
1-A
Preferred Stock
”) estimated to be issuable to holders of record of the depositary shares, each representing a 1/1000
th
interest in a share of Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series A, par value $1.00, of Equitable (the “
Equitable Series A Preferred Stock
”), pursuant to the Mergers. This number is based on the number of shares of Equitable Series A Preferred Stock outstanding as of May 1, 2026, and the conversion of each such share into a share of New Equitable Series
1-A
Preferred Stock, pursuant to the Mergers.
(4)
Calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The aggregate offering price is (A) the average of the high and low prices of the depositary shares, each representing 1/1000
th
of a share of Equitable Series A Preferred Stock, as reported on the NYSE on April 30, 2026 ($19.79)
multiplied by
(B) the maximum number of depositary shares, each representing a 1/1000
th
interest in a share of Equitable Series A Preferred Stock to be converted pursuant to the Mergers (33,350,000)
 
($659,996,500.00).
(5)
Represents the estimated maximum number of depositary shares, each representing a 1/
1000th
interest in a share of Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series
1-C,
par value $1.00 per share, of New Equitable (the “
New Equitable Series
1-C
Preferred Stock
”) estimated to be issuable to holders of record of the depositary shares, each representing a 1/1000
th
interest in a share of Fixed-Rate
Non-Cumulative
Perpetual Preferred Stock, Series C, par value $1.00, of Equitable (the “
Equitable Series C Preferred Stock
”), pursuant to the Mergers. This number is based on the number of shares of Equitable Series C Preferred Stock outstanding as of May 1, 2026, and the conversion of each such share into a share of New Equitable Series
1-C
Preferred Stock, pursuant to the Mergers.
(6)
Calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The aggregate offering price is (A) the average of the high and low prices of the depositary shares, each representing 1/1000
th
of a share of Equitable Series C Preferred Stock, as reported on the NYSE on May 1, 2026 ($16.25)
multiplied by
(B) the maximum number of depositary shares, each representing a 1/1000
th
interest in a share of Equitable Series C Preferred Stock to be converted pursuant to the Mergers (12,000,000)
 
($195,000,000.00).
(7)
Represents the estimated maximum number of shares of 6.875% Fixed-Rate-Reset
Non-Cumulative
Perpetual Preferred Stock, Series 2, par value $1.00 per share, of New Equitable (the “
New Equitable Series 2 Preferred Stock
”) estimated to be issuable to holders of record of 6.875% Fixed-Rate-Reset
Non-Cumulative
Perpetual Preferred Stock, Series A, par value $1.00 per share, of Corebridge (the “
Corebridge Series A Preferred Stock
”), in the Mergers. This number is based on the number of shares of Corebridge Series A Preferred Stock outstanding as of May 1, 2026, and the conversion of each such share into a share of New Equitable Series 2 Preferred Stock, pursuant to the Mergers.
(8)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(2) under the Securities Act. The aggregate offering price ($500,000,000.00) is (x) the book value per share of the Corebridge Series A Preferred Stock as of May 1, 2026 ($1,000)
multiplied by
(y) the maximum number of shares of Corebridge Preferred Stock expected to be converted pursuant to the Mergers (500,000)
 
($500,000,000).
(9)
No separate registration fee is payable in respect of the New Equitable Series
1-A
Preferred Stock.
(10)
No separate registration fee is payable in respect of the New Equitable Series
1-C
Preferred Stock.