What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 54 added, 51 removed, 127 unchanged (45% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Interim Chief Executive Officer and Chief Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) as of December 31, 2024.

Based on that evaluation, the Interim Chief Executive Officer and Chief Financial Officer has concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) as of December 31, 2025.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

REPORT ON INTERNAL CONTROLS

2 unchanged sentences

CHANGES IN INTERNAL CONTROLS

There have been no changes in the our internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during 2024 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

There have been no changes in our internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during 2025 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

OTHER INFORMATION

Director and Officer Trading Arrangements .

On December 3, 2024, Karen L.

Seaberg, a member of our Board of Directors, amended a Rule 10b5-1 trading plan she had previously entered into, which provides for the sale of up to $8,735 in net proceeds from the sale of Common Stock until May 31, 2025.

On December 3, 2024, Lori S.

Mingus, a member of our Board of Directors, amended a Rule 10b5-1 trading plan she had previously entered into, which provides for the sale of up to $643 in net proceeds from the sale of Common Stock until May 31, 2025.

In each case, the amendment revised the price terms of the Rule 10b5-1 trading plan.

During the quarter ended December 31, 2025, none of our directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangements” (each as defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 unchanged sentences

Corporate Governance—Audit Committee ;

and Delinquent Section 16(a) Reports of the Proxy Stat ement.

The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by the Company’s directors, officers, employees, and other covered persons.

The Company does not transact in its own securities if it is aware of material non-public information about the Company.

The Company believes that its insider trading policy and its procedures for transacting it is own securities are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company.

A copy of the insider trading policy is filed as Exhibit 19 to this Report.

Compensation Discussion and Analysis—Insider Trading Policy and Prohibition on Hedging, Pledging, and Short Sales and Delinquent Section 16(a) Reports of the Proxy Stat ement.

The Company has adopted a code of conduct (ethics) that applies to all its employees, including the principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

19 unchanged sentences

KPMG LLP, Kansas City, Missouri Audit Firm ID 185 ).

• Consolidated Statements of Income – Years Ended December 31, 2024, 2023, and 2022.

• Consolidated Statements of Comprehensive Income – Years Ended December 31, 2024, 2023, and 2022.

• Consolidated Statements of Income (Loss) – Years Ended December 31, 2025, 2024, and 2023.

• Consolidated Statements of Comprehensive Income (Loss) – Years Ended December 31, 2025, 2024, and 2023.

• Consolidated Balance Sheets - December 31, 2025 and 2024.

5 unchanged sentences

2.1 Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers’ Representative (Incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed January 25, 2021)

2.2 Joinder to the Agreement and Plan of Merger, dated January 23, 2021, by certain joining Shareholders (Incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed January 25, 2021)

3.1.1 Amended Articles of Incorporation of MGP Ingredients, Inc.

1 unchanged sentence

3.1.2 Certificate of Amendment to Articles of Incorporation of MGP Ingredients, Inc., dated May 22, 2014 (Incorporated by reference to Exhibit A of the Company's Proxy Statement on Schedule 14A filed April 21, 2014)

3.2 Amended and Restated Bylaws of MGP Ingredients, Inc.

, dated S eptember 26 , 20 24 (Incorporated by reference to Exhibit 3.

2 of Amendment N o .

1 to the Company’s Current Report on Form 8-K /A filed Sep tember 30 , 20 24 )

3.2 Amended and Restated Bylaws of MGP Ingredients, Inc., dated D ecember 11 , 202 5 (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed D ecember 16 , 202 5 )

4.1 Credit Agreement between MGP Ingredients, Inc.

9 unchanged sentences

and Wells Fargo Bank, National Association, dated August 31, 2022 (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed November 3, 2022)

4.5 Amended and Restated Credit Agreement among MGP Ingredients, Inc., Wells Fargo Bank, National Association, and the other lenders and parties thereto, dated April 24, 2025 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 29, 2025)

Amendment No.

1 to Amended and Restated Credit Agreement Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, and the other lenders and parties thereto, dated February 20, 2026

Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain purchasers affiliated with PGIM, Inc., dated August 23, 2017 (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on August 24, 2017)

9 unchanged sentences

(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed September 6, 2023)

Sixth Amendment to Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc.

and certain noteholders affiliated with PGIM, Inc., dated April 24, 2025 (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed April 29, 2025)

Notice of Shelf Notes Upsize Authorization, dated July 29, 2021 between PGIM, Inc.

1 unchanged sentence

(Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed August 4, 2021)

Seventh Amendment to Note Purchase and Private Shelf Agreement, dated February 20, 2026, among MGP Ingredients, Inc.

and certain note holders affiliated with PGIM, Inc.

Indenture, dated November 16, 2021, among MGP Ingredients, Inc., the subsidiary guarantors and U.S.

2 unchanged sentences

Description of Registrant's Securities (incorporated by reference to the Exhibit 4.13 of the Company's Annual Report on Form 10-K filed February 23, 2023)

10.1+ The MGP Ingredients, Inc.

Short-Term Incentive Plan (as Amended and Restated) (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed November 3, 2022)

MGP Ingredients, Inc.

2014 Non-Employee Director Equity Incentive Plan (Incorporated by reference to Exhibit C of the Company's Proxy Statement on Schedule 14A filed April 21, 2014)

10.3+ MGP Ingredients, Inc.

2014 Equity Incentive Plan (as amended and restated) (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed May 20, 2016)

10.4+ M GP Ingredients, Inc.

2024 Equity Incentive Plan ( Incor porated by reference to Appendix A of the Company ’ s Proxy Statement on Schedule 14A filed Ap r i l 9, 2024)

Compensation Claw Back Policy (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed December 12, 2011)

MGP Ingredients, Inc.

2024 Equity Incentive Plan (Incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed April 9, 2024)

MGPI Processing, Inc.

5 unchanged sentences

dated October 31, 2023 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed November 2, 2023)

Offer Letter between Julie Francis and MGP Ingredients, Inc.

dated as of July 18, 2025 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed July 21, 2025)

Retirement and Transition Agreement between David J.

7 unchanged sentences

(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed April 1, 2021)

10.12 Net Lease, dated as of April 1, 2021, by and among Kemper-Themis, L.L.C., Luxco, Inc.

and Donn Lux (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed April 1, 2021)

10.10 Noncompetition and Nonsolicitation Agreement dated January 22, 2021 between Donn S.

7 unchanged sentences

Form of Agreement as to Award of Restricted Stock Units Granted Under the 2014 Equity Incentive Plan (3-year pro rata vesting) (Incorporated by reference to Exhibit 10.19 of the Company's Annual Report on Form 10-K filed February 2,2024)

Form of R estricted Stock Unit A ward Agreement under the 2024 Equit y Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K f iled December 20, 2024)

Form of Restricted Stock Unit Award Agreement under the 2024 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed December 20, 2024)

MGP Ingredients, Inc.

Short Term Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed February 13, 2025)

Form of Non-Employee Director Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 16, 2025)

RSU Award Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed March 13, 2025)

PSU Award Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed March 13, 2025)

Form of Non-Qualified Stock Option Agreement between Julie Francis and MGP Ingredients, Inc.

(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed July 21, 2025)

Letter agreement relating to additional severance benefits, dated June 27, 2022, between the Company and David Bratcher (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed June 30, 2022)

Transition A greement, dated December 19 , 2024, between the Company and David Bratcher (Incorporated by reference to Exhibit 10.

2 of the Company’s Current Report on Form 8-K filed December 20 , 2024)

In terim Service Agreement , dated December 19, 2024, between the Company and Brandon Gall (Incorporated by reference to Exhibit 10.

1 of the Company’s Current Report on Form 8-K filed December 20, 2024)

Transition Agreement , dated April 23, 2024 , between the Company and Curti s Landherr (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8- K filed April 26 , 202 4 )

19 I n sider Trading Policy

Transition Agreement, dated December 19, 2024, between the Company and David Bratcher (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed December 20, 2024)

Interim Service Agreement, dated December 19, 2024, between the Company and Brandon Gall (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 20, 2024)

Transition Agreement, dated April 23, 2024, between the Company and Curtis Landherr (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed April 26, 2024)

19 Insider Trading Policy (incorporated by reference to Exhibit 19 of the Company ’ s Annual Report on Form 10-K as filed Feb ruary 26, 2025 )

21* Subsidiaries of the Company

1 unchanged sentence

24* Powers of Attorney executed by all officers and directors of the Company who have signed this report on Form 10-K (Incorporated by reference to the signature pages of this report)

Interim CEO and CFO Certification pursuant to Rule 13a-14(a)

Interim CEO and CFO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C.

97 Compensation Clawback Policy for Section 16 Officers ( Incorporated by reference to Exhibit 97 of the Company ’ s Annual Report on From 10-K filed on February 23, 202 4)

31.1* CEO Certification pursuant to Rule 13a-14(a)

31.2* CFO Certification pursuant to Rule 13a-14(a)

32.1** CEO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C.

32.2** CFO Certification furnished pursuant to Rule 13a-14(b) and 18 U.S.C.

97 Compensation Clawback Policy for Section 16 Officers (Incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K filed on February 23, 2024)

101 The following financial information from MGP Ingredients, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:

(i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, and (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows (and in the case of (ii), (iii), (iv) and (v)) for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, and (vi) the Notes to the Consolidated Financial Statements.

(i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, and (ii) Consolidated Statements of Income (Loss), (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Changes in Stockholders’ Equity, (v) Consolidated Statements of Cash Flows (and in the case of (ii), (iii), (iv) and (v)) for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, and (vi) the Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File - formatted in iXBRL (Inline Extensible Business Reporting Language) and contained in Exhibit 101

6 unchanged sentences

February 25, 2026

By /s/ Julie Francis

Julie Francis, President and Chief Executive Officer

February 25, 2026

By /s/ Brandon M.

Gall, Interim President and Chief Executive Officer;

Vice President, Finance and Chief Financial Officer

Gall, Chief Financial Officer

POWER OF ATTORNEY

Know all people by these presents, that each person whose signature appears below constitutes and appoints Brandon M.

Know all people by these presents, that each person whose signature appears below constitutes and appoints Julie Francis, Brandon M.

Gall and Kathleen Molamphy, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby confirming all that said attorneys-in-fact and agents or either of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

1 unchanged sentence

Name Title Date

/s/ Julie Francis

Julie Francis President and Chief Executive Officer (Principal Executive Officer) and Director

February 25, 2026

/s/ Brandon M.

Gall Interim President and Chief Executive Officer (Principal Executive Officer);

Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Gall Brandon M.

Gall, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

February 25, 2026

Clark Director February 26, 2025

/s/ Thomas A.

Gerke Director February 25, 2026

/s/ Gerardo I.

Lopez Director February 25, 2026

/s/ Jennifer Lowry

Jennifer Lowry Director February 25, 2026

Donn Lux Director February 25, 2026

Michelson Director February 26, 2025

/s/ Lori L.S.

Mingus Director February 25, 2026

Rauckman Director February 25, 2026

/s/ Karen Seaberg

Karen Seaberg Director February 26, 2025

/s/ Martin Roper

Martin Roper Director February 25, 2026

Siwak Director February 25, 2026

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 9A. Controls and Procedures