What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-26 · 51 added, 50 removed, 134 unchanged (43% of the section changed)

2 unchanged sentences

in Atchison, Kansas in 1941.

As used herein, the term “MGP,” “Company,” “we,” “our,” “us,” and words of similar import, refers to MGP Ingredients, Inc.

As used herein, the terms “MGP,” “Company,” “we,” “our,” “us,” and words of similar import, refer to MGP Ingredients, Inc.

and its consolidated subsidiaries unless the context otherwise indicates.

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METHOD OF PRESENTATION

All amounts in this Report, except for shares, par values, bushels, gallons, pounds, mmbtu, proof gallons, 9-liter cases, per share, per bushel, per gallon, per pound, per mmbtu, per proof gallon, per 9-liter case, and percentage amounts, are shown in thousands unless otherwise noted.

GENERAL INFORMATION

MGP is a leading producer of branded and distilled spirits, as well as food ingredient solutions.

We have an extensive award-winning global portfolio of branded spirits, which we produce through our distilleries and bottling facilities and sell to distributors.

Our branded spirits products account for a range of price points from value products through premium plus brands.

Distilled spirits include premium bourbon, rye, and other whiskeys (“brown goods”) and grain neutral spirits (“GNS”), including vodka and gin.

Our distilled spirits are either sold directly or indirectly to manufacturers of other branded spirits.

We have a portfolio of our own high quality branded spirits, which we produce through our distilleries and bottling facilities and sell to distributors.

Our branded spirits products account for a range of price points from value products through premium plus brands.

Our protein and starch food ingredients serve a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry.

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We report three operating segments:

Distilling Solutions, Branded Spirits, and Ingredient Solutions.

Branded Spirits, Distilling Solutions, and Ingredient Solutions.

Branded Spirits Segment.

Our Branded Spirits segment consists of a portfolio of high-quality brands, which we produce through our distilleries and bottling facilities and sell to distributors or to state governments that directly control the sale of alcohol.

Sales are pursuant to customer contracts and purchase orders.

MGP’s branded spirits include a wide spectrum of brands across numerous categories and price tiers.

During 2025, our five largest Branded Spirits customers, combined, accounted for approximately 25 percent of our consolidated sales.

During 2025, one customer of the Branded Spirits segment accounted for approximately 16 percent of our consolidated sales.

Premium plus - The premium plus price tier includes the luxury, ultra premium, super premium, and premium price tiers.

Premium plus branded spirits include brands such as Penelope ® Bourbon, Yellowstone ® Bourbon, Rebel ® Bourbon, Remus ® Bourbon, Blood Oath ® Bourbon, Ezra Brooks ® Bourbon, Minor Case ® Straight Rye Whiskey, Rossville Union ® Straight Rye Whiskey, The Quiet Man ® Irish Whiskey, and Everclear ® grain alcohol.

Additionally, premium plus includes El Mayor ® Tequila, which is produced with our joint ventures, DGL Destiladores, S.de R.L.

(“DGL”) and Agricola LG, S.de R.L.

(“Agricola”, and together with DGL, “LMX”).

Mid - Mid branded spirits include brands such as Brady’s ® Irish Cream, Saint Brendan’s ® Irish Cream Liqueur, Pearl ® Vodka, and Lord Calvert ® Canadian Whisky.

Additionally, mid includes Exotico ® Tequila and Juarez ® Tequila, which are produced with our joint venture, DGL.

Value - Value branded spirits include brands such as Arrow ® Cordials, Canada House ® Canadian Whisky, Lady Bligh ® Rum, and Juarez ® Triple Sec.

Other - Other includes private label products sold primarily through our wholly-owned subsidiary, Niche Drinks, Co., Ltd, retail sales at our distilleries, and contract bottling services.

Private label products are processed, bottled, and distributed by us for sales under another company’s brand.

We operate visitor centers with retail locations at two of our distilleries, Lux Row Distillers ® in Bardstown, Kentucky, and Limestone Branch Distillery ® in Lebanon, Kentucky.

Contract bottling is a service provided to a customer to process and bottle spirits for brands not owned by the Company.

Distilling Solutions Segment.

We process corn and other grains (including rye, barley, wheat, barley malt, and milo) into food grade alcohol and distillery co-products, such as distillers feed (commonly called dried distillers grain in the industry), which are produced at our distilleries in Lawrenceberg, Indiana, and Bardstown, Kentucky.

We also provide warehouse services, including barrel put away, barrel storage, and barrel retrieval services, as well as blending services.

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Services under warehouse agreements include barrel put away, barrel storage, and barrel retrieval, as well as blending services.

White goods and other co-products - Our white goods consists of GNS, including vodka and gin.

White goods and other co-products - Our white goods consist of GNS, including vodka and gin.

Our GNS is sold in bulk quantities.

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The mash is sold primarily to processors of animal feed as a high protein additive primarily as dried distillers feed.

Branded Spirits Segment.

Sales are pursuant to customer contracts and purchase orders.

MGP’s branded spirits include a wide spectrum of brands across numerous categories and price tiers.

During 2024, our five largest Branded Spirits customers, combined, accounted for approximately 20 percent of our consolidated sales.

During 2024, one customer of the Branded Spirits segment accounted for approximately 13 percent of our consolidated sales.

Premium plus - The premium plus price tier includes the ultra premium, super premium, and premium price tiers.

Additionally, premium plus includes El Mayor ® Tequila and Dos Primos ® Tequila, which are produced with our joint ventures, DGL Destiladores, S.de R.L.

(“DGL”) and Agricola LG, S.de R.L.

(“Agricola”, and together with DGL, “LMX” ).

Mid - Mid branded spirits include brands such as Brady’s ® Irish Cream, Saint Brendan’s ® Irish Cream Liqueur, Pearl ® Vodka, and Lord Calvert ® Canadian Whisky.

Additionally, mid includes Exotico ® Tequila, which is produced with our joint venture, DGL.

Value - Value branded spirits include brands such as Arrow ® Cordials, Canada House ® Canadian Whisky, Lady Bligh ® Rum, and Juarez ® Tequila.

Other - Other includes private label products sold primarily through our wholly-owned subsidiary, Niche Drinks, Co., Ltd, retail sales at our distilleries, and contract bottling services.

Private label products are processed, bottled, and distributed by us for sales under another company’s brand.

We operate visitor centers with retail locations at two of our distilleries, Lux Row Distillers ® in Bardstown, Kentucky, and Limestone Branch Distillery ® in Lebanon, Kentucky.

Contract bottling is a service provided to a customer to process and bottle spirits for brands not owned by the Company.

Ingredient Solutions Segment.

19 unchanged sentences

All our wheat proteins are considered Project Verified Non-GMO.

Ingredient Solutions also offers a Non-GMO Project Verified texturized plant proteins under the Proterra ® brand.

Ingredient Solutions also offers Non-GMO Project Verified texturized plant proteins under the Proterra ® brand.

These proteins are designed for “non-meat” food applications and are marketed in a number of countries throughout the world to provide texture and protein in various food applications.

Additionally, we offer gluten-free textured pea proteins within the Proterra ® portfolio of products.

Additionally, we offer gluten-free textured pea and soy proteins within the Proterra ® portfolio of products.

Commodity wheat starches - As is the case with value added wheat starches, our commodity wheat starches have both food and non-food applications, but such applications are more limited than those of value added wheat starches.

1 unchanged sentence

They have a simple and clean ingredient declaration, which is a benefit for food formulators.

Market place prices generally track the fluctuations in the overall starch market in this category.

Marketplace prices generally track the fluctuations in the overall starch market in this category.

However, wheat starch has unique functions in wheat based food formulations and provides for a cleaner more neutral flavor profile in finished goods.

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This wheat protein is also the starter material used to create our textured wheat product line branded under Proterra ® .

Biofuel and other - The biofuel plant converts waste starch, a byproduct of our ingredients facility, into a commercial product.

This facility is a key component of our efforts to mitigate costs associated with the disposal of the waste starch streams.

COMPETITIVE CONDITION

Our products compete against similar products of many large and small companies.

In our Distilling Solutions segment, competition is based primarily on product innovation, product characteristics, functionality, price, service, and quality factors, such as flavor.

In our Branded Spirits segment, competition is based primarily on product innovation, price, brand recognition, product distribution, retail positioning, and quality factors, such as flavor.

In our Distilling Solutions segment, competition is based primarily on product innovation, product characteristics, functionality, price, service, and quality factors, such as flavor.

In our Ingredient Solutions segment, competition is based primarily on product innovation, product characteristics, price, brand, color, flavor, or other properties that affect how the ingredient is being used.

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TRANSPORTATION

Historically, our products have been transported to customers by truck and rail, most of which is provided by common carriers.

Historically, our products have primarily been transported to customers by truck and rail, most of which is provided by common carriers.

We use third-party transportation companies to help us manage truck and rail carriers who deliver our products to our North American customers as well as overseas shipments to our international customers.

RAW MATERIALS AND PACKAGING MATERIALS

Our principal Distilling Solutions segment raw materials, or input costs, are corn and other grains (including rye, barley, wheat, barley malt, and milo), which are processed into brown goods, white goods and other co-products.

Our principal Branded Spirits segment raw materials, or input costs, include corn and other grains (including rye, barley, wheat, barley malt, and milo), agave, and flavoring.

Our principal Ingredient Solutions segment raw material is wheat flour, which is processed into starches and proteins.

The cost of grain has, at times, been subject to substantial fluctuation.

Our packaging for our Branded Spirits segment includes oak barrels, glass bottles, containers (glass, plastic, and aluminum), closures, labels, and cartons.

Our principal packaging material for our Distilling Solutions segment is oak barrels.

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We purchase oak barrels from multiple suppliers and some customers supply their own barrels.

Our packaging for our Branded Spirits segment includes oak barrels, glass bottles, polyethylene terephthalate (“PET”) containers, caps, labels, aluminum cans, and cartons.

Natural gas is an input cost used to operate boilers to make steam heat.

4 unchanged sentences

As of December 31, 2025, we had a total of 617 employees.

A collective bargaining agreement, covering 80 employees at the Atchison facility, that was due to expire on August 31, 2024, was successfully renewed until August 31, 2029.

A collective bargaining agreement, covering 90 employees at the Atchison facility, expires on August 31, 2029.

A collective bargaining agreement, covering 64 employees at the Lawrenceburg facility, expires on October 24, 2027.

15 unchanged sentences

• Paid vacation and holidays, including a floating holiday

• Expanded paid parental leave

• Paid parental leave

• Charitable giving program with Company matching of employee donations

8 unchanged sentences

We strive to maintain an inclusive environment free from discrimination of any kind, including sexual or other discriminatory harassment.

We have robust equal employment opportunity and anti-discrimination policies, and in 2024 our U.S.

We have robust equal employment opportunity and anti-discrimination policies, and in 2025 all new hire U.S.

employees completed mandatory training focused on respect in the workplace and our anti-discrimination policies.

3 unchanged sentences

Our operations are also subject to regulation by various U.S.

federal agencies, including the Alcohol and Tobacco Tax Trade Bureau (“TTB”), OSHA, the Food and Drug Administration (“FDA”), the United States Environmental Protection Agency (“EPA”), and by various U.S.

federal agencies, including the Alcohol and Tobacco Tax and Trade Bureau (“TTB”), OSHA, the Food and Drug Administration (“FDA”), the United States Environmental Protection Agency (“EPA”), and by various U.S.

state and local and foreign authorities.

Such laws and regulations cover virtually every aspect of our operations, including production and storage facilities, distillation and maturation requirements, importing ingredients, distribution of beverage alcohol products, marketing, pricing, labeling, packaging, advertising, water usage, waste water discharge, disposal of hazardous wastes and emissions, and other matters.

Such laws and regulations cover virtually every aspect of our operations, including production and storage facilities, distillation and maturation requirements, importing ingredients, distribution of beverage alcohol products, marketing, pricing, labeling, packaging, advertising, water usage, wastewater discharge, disposal of hazardous wastes and emissions, and other matters.

In addition, beverage alcohol products are subject to customs, duties, or excise taxation in many countries, including taxation at the federal, state, and local level in the U.S.

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Name Age Principal Occupation and Business Experience

Gall 43 Interim President and Chief Executive Officer since January 1, 2025 and Chief Financial Officer and Vice President of Finance for the Company since April 2019.

Treasurer of the Company since May 2023.

Corporate Controller for the Company from June 2018 to March 2019.

Director of Supply Chain and New Business Development Finance for the Company from May 2014 to May 2018.

Erika Lapish 50 Chief Human Resources Officer and Vice President for the Company since February 2023.

Vice President Human Resources for the Company from May 2021 to February 2023.

Vice President Human Resources at R1 RCM - Central Operations from February 2018 to May 2021.

Vice President Human Resources, North American Operations at Benteler Automotive from January 2015 to February 2018.

Amel Pasagic 41 Chief Commercial Officer and Vice President for the Company since January 2024.

Chief Information Officer for the Company from July 2021 to January 2024.

Vice President, Information Technology for the Company from April 2021 to July 2021.

Served in a variety of IT leadership roles with increasing responsibility at Luxco, Inc.

beginning in June 2011.

Julie Francis 54 President and Chief Executive Officer for the Company since July 2025.

Chief Operating Officer of Schwan’s Company, an affiliate of CJ CheilJedang Corporation, from January 2021 to July 2024.

President, Consumer Brands, Americas – Schwan’s Company from October 2018 to December 2020.

Senior Vice President, Commercial and Category Development – Total Beverage Alcohol at Constellation Brands from April 2017 to October 2018.

Chief Commercial Officer, Coca-Cola Refreshments USA at The Coca-Cola Company from 2010 to 2015 and roles of increasing responsibility at Coca-Cola Enterprises from 2004 to 2010.

44 Chief Financial Officer for the Company since April 2019 and Treasurer of the Company since May 2023.

Served at the Company as Interim President and Chief Executive Officer from January to July 2025, Vice President of Finance from April 2019 to May 2025, Corporate Controller from June 2018 to March 2019, Director of Supply Chain Finance and Director of Business Development from May 2014 to June 2018, and Director of Financial Planning and Analysis from January 2012 to April 2014.

Kathleen Molamphy

48 Chief Legal and Human Resources Officer, Secretary for the Company since February 2026.

Chief Legal Officer and Corporate Secretary for the Company from October 2025 to February 2026 and Vice President, General Counsel and Corporate Secretary from September 2024 to October 2025.

Served at ICL Americas LLC, a subsidiary of ICL Group Ltd., as Vice President, General Counsel and Secretary - ICL Americas from December 2019 to August 2024 and as General Counsel and Secretary - ICL Americas from May 2018 to December 2019.

Served at Bunge North America, a subsidiary of Bunge Limited, as Senior Counsel – Bunge North America from April 2010 to May 2018 and as Corporate Counsel – Bunge North America from November 2004 to March 2010.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business