0001005817Tompkins Financial CorpS-3S-3ASREX-FILING FEESN/A————Unallocated (Universal) Shelfiso4217:USD000100581712026-07-272026-07-27000100581722026-07-272026-07-2700010058172026-07-272026-07-27000100581712026-07-272026-07-27000100581722026-07-272026-07-27000100581732026-07-272026-07-27000100581742026-07-272026-07-27
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Tompkins Financial Corporation
(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 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, par value $0.10 per share | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (1)(2)(3) | | | | |
| Equity | Preferred Stock, par value $0.01 per share | 456(b) and 457(r) | (1) | (1) | (1) | (2) | (1)(2)(3) | | | | |
| Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | | N/A | | | | |
| Carry Forward Securities |
| Carry Forward Securities | N/A | N/A | N/A | N/A | | N/A | | | N/A | N/A | N/A | N/A |
| Total Offering Amounts | | (1) | | (2) | | | | |
| Total Fees Previously Paid | | | | N/A | | | | |
| Total Fee Offsets | | | | $—(2) | | | | |
| Net Fee Due | | | | (2)(3) | | | | |
Table 2: Fee Offset Claims and Sources
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| Registrant or File 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 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Rule 457(p) |
| Fee Offset Claims | Tompkins Financial Corporation | Form S-3 | 333-273780 | August 7, 2023 | | $— | Unallocated | (3) | (3) | (1) | (3) |
| Fee Offset Sources | Tompkins Financial Corporation | Form S-3 | 333-240069 | | July 24, 2020 | | | | | | $— |
| Fee Offset Sources | Tompkins Financial Corporation | Form S-3 | 333-219427 | | July 24, 2017 | | | | | | $— |
| Fee Offset Sources | Tompkins Financial Corporation | Form S-3 | 333-194630 | | March 17, 2014 | | | | | | $— |
(1)An unspecified aggregate number or amount of securities of each identified class are being registered as may from time to time be offered at indeterminate prices, including an unspecified number or amount of securities that may be issued upon the exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
(2)In connection with the securities offered hereby, except for the application of fees available for offset as described in footnote (3) below, the registrant will pay the registration fee on a pay-as-you-go basis pursuant to Rule 456(b). The registrant will calculate the registration fee applicable to an offer of securities pursuant to this registration statement based on the fee payment rate in effect on the date of such fee payment.
(3)The registrant previously registered an indeterminate amount of securities having a maximum aggregate offering price of $70,000,000 pursuant to a Registration Statement on Form S-3 (Registration No. 333-194630), initially filed on March 17, 2014, and declared effective on July 15, 2014 (the “2014 Registration Statement”), and paid a filing fee of $9,016 (the “2014 Filing Fee”) in connection therewith. The offering of securities under the 2014 Registration Statement was terminated and all of the securities registered under the 2014 Registration Statement remained unsold.
The registrant subsequently filed a Registration Statement on Form S-3 (Registration No. 333- 219427), initially filed on July 24, 2017, and declared effective on July 28, 2017 (the “2017 Registration Statement”), pursuant to which the registrant registered an indeterminate amount of securities having a maximum aggregate offering price of $85,000,000. In accordance with Rule 457(p) under the Securities Act of 1933, as amended (“Rule 457(p)”), the registrant applied the 2014 Filing Fee to offset a portion of the filing fee associated with the 2017 Registration Statement, and paid a filing fee of $835.50 (the “2017 Filing Fee”). The offering of securities under the 2017 Registration Statement was terminated and all of the securities registered under the 2017 Registration Statement remained unsold.
The registrant subsequently filed a Registration Statement on Form S-3 (Registration No. 333-240069), initially filed on July 24, 2020, and declared effective on August 6, 2020 (the “2020 Registration Statement”), pursuant to which the registrant registered an indeterminate amount of securities having a maximum aggregate offering price of $100,000,000. In accordance with Rule 457(p), the registrant applied
the 2014 Filing Fee and the 2017 Filing Fee to offset a portion of the filing fee associated with the 2020 Registration Statement, and paid a filing fee of $3,128.50 (the “2020 Filing Fee”). The offering of securities under the 2020 Registration Statement was terminated and all of the securities registered under the 2020 Registration Statement remained unsold.
The registrant subsequently filed a Registration Statement on Form S-3 (Registration No. 333-273780), filed on August 7, 2023, which was effective upon filing (the “2023 Registration Statement”), pursuant to which the registrant registered an indeterminate amount of securities having a maximum aggregate offering price of $100,000,000. As of the date of the 2023 Registration statement, in accordance with Rule 457(p), an aggregate of $12,980, consisting of the 2014 Filing Fee, 2017 Filing Fee, and 2020 Filing Fee, all of which remain unused (the “Aggregate Fee Offset”) remained available to offset filing fees of the registrant in connection with the filing of the 2023 Registration Statement. In accordance with Rules 456(b) and 457(r), the registrant deferred payment of all of the registration fee associated with filing the 2023 Registration Statement, except for the Aggregate Fee Offset, which the registrant was entitled to apply pursuant to Rule 457(p) for fees paid with respect to unsold securities registered pursuant to the 2020 Registration Statement. All of the securities registered under the 2023 Registration Statement remained unsold and the 2023 Registration Statement is deemed terminated by the filing of this registration statement.