What changed in this filing

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Item 1. Financial Statements

2026-04-29 compared with 2025-10-29 · 180 added, 230 removed, 436 unchanged (48% of the section changed)

1 unchanged sentence

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(Dollars in thousands, except share and per share amounts)

Quarter Ended September 30, Year to Date Ended September 30,

2025 2024 2025 2024

Quarter Ended March 31,

Sales $ 106,427 $ 121,653

3 unchanged sentences

Selling, general, and administrative expenses 21,066 21,205

Impairment of long-lived assets and other — — — 137

Goodwill and other long-lived assets impairment

Change in fair value of contingent consideration — 14,700

Operating income 21,016 32,564 40,587 104,868

Operating loss

( 173,201 ) ( 747 )

Interest expense, net ( 1,421 ) ( 1,854 )

Other income, net 428 1,026 957 1,917

Income before income taxes 19,705 31,416 36,054 100,387

Income tax expense 4,276 7,554 9,255 23,924

Net income 15,429 23,862 26,799 76,463

Net loss (income) attributable to noncontrolling interest ( 7 ) 43 25 162

Net income attributable to MGP Ingredients, Inc.

Other income (expense), net

Loss before income taxes

( 174,672 ) ( 2,386 )

Income attributable to participating securities ( 190 ) ( 257 ) ( 322 ) ( 828 )

Net income used in earnings per common share calculation $ 15,232 $ 23,648 $ 26,502 $ 75,797

Income tax expense (benefit)

( 39,865 ) 671

( 134,807 ) ( 3,057 )

Attributable to noncontrolling interest

Net loss attributable to MGP Ingredients, Inc.

( 134,804 ) ( 3,024 )

Attributable to participating securities

Net loss used in earnings per common share calculation

$ ( 134,839 ) $ ( 2,994 )

Weighted average common shares

6 unchanged sentences

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

Quarter Ended September 30, Year to Date Ended September 30,

2025 2024 2025 2024

Net income attributable to MGP Ingredients, Inc.

Quarter Ended March 31,

Net loss attributable to MGP Ingredients, Inc.

$ ( 134,804 ) $ ( 3,024 )

3 unchanged sentences

Other comprehensive income (loss) ( 265 ) 296

Comprehensive income attributable to MGP Ingredients, Inc.

Comprehensive loss attributable to MGP Ingredients, Inc.

( 135,069 ) ( 2,728 )

Comprehensive income (loss) attributable to noncontrolling interest 7 ( 43 ) ( 25 ) ( 162 )

Comprehensive income $ 15,164 $ 24,396 $ 27,447 $ 76,841

Comprehensive loss attributable to noncontrolling interest ( 3 ) ( 33 )

Comprehensive loss $ ( 135,072 ) $ ( 2,761 )

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(Unaudited) (Dollars in thousands)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current Assets

Cash and cash equivalents $ 10,357 $ 18,460

Receivables (less allowance for credit loss, $ 1,190 and $ 1,875 at September 30, 2025, and December 31, 2024, respectively)

Receivables, net (less allowance for credit loss, $ 1,190 at both March 31, 2026, and December 31, 2025)

86,637 116,160

15 unchanged sentences

Accounts payable 49,750 54,589

Contingent consideration, current 110,800 —

Contingent consideration 110,800 110,800

Federal and state excise taxes payable 3,654 5,755

4 unchanged sentences

Long-term operating lease liabilities 9,007 10,561

Contingent consideration — 85,300

Other noncurrent liabilities 2,246 2,534

10 unchanged sentences

authorized 40,000,000 shares;

issued 23,125,166 shares at September 30, 2025 and December 31, 2024;

and 21,292,736 and 21,194,707 shares outstanding at September 30, 2025 and December 31, 2024, respectively

issued 23,125,166 shares at March 31, 2026 and December 31, 2025;

and 21,369,125 and 21,294,315 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 328,479 330,872

1 unchanged sentence

Accumulated other comprehensive loss ( 638 ) ( 373 )

Treasury stock, at cost, 1,832,430 and 1,930,459 shares at September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 1,756,041 and 1,830,851 shares at March 31, 2026 and December 31, 2025, respectively

( 61,577 ) ( 64,518 )

8 unchanged sentences

(Dollars in thousands)

Year to Date Ended September 30,

Quarter to Date Ended March 31,

Cash Flows from Operating Activities

Net income $ 26,799 $ 76,463

Adjustments to reconcile net income to net cash provided by operating activities:

$ ( 134,807 ) $ ( 3,057 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 6,265 5,808

Goodwill and other long-lived assets impairment 179,526 —

Share-based compensation 673 742

Equity method investment gain ( 869 ) ( 1,446 )

Equity method investment loss (gain)

Deferred income taxes, including change in valuation allowance ( 43,154 ) 64

14 unchanged sentences

Additions to property, plant, and equipment ( 5,722 ) ( 19,926 )

Distributions from equity method investment

Other, net 449 —

4 unchanged sentences

( 886 ) ( 1,035 )

Loan fees paid related to borrowings ( 2,712 ) —

Proceeds from long-term debt 10,000 —

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 201 ) 294

Increase (decrease) in cash and cash equivalents ( 11,826 ) 2,384

Decrease in cash and cash equivalents ( 8,103 ) ( 5,161 )

Cash and cash equivalents, beginning of period 18,460 25,273

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Year to Date Ended September 30, 2025

For Quarter to Date Ended March 31, 2026 and 2025

(Dollars in thousands)

9 unchanged sentences

Net loss — — — ( 134,804 ) — — ( 3 ) ( 134,807 )

Other comprehensive income — — — — 296 — — 296

Other comprehensive loss — — — — ( 265 ) — — ( 265 )

Dividends declared (a)

5 unchanged sentences

$ 4 $ 6,715 $ 328,479 $ 308,307 $ ( 638 ) $ ( 61,577 ) $ ( 1,649 ) $ 579,641

Comprehensive income:

Net income — — — 14,426 — — 1 14,427

Other comprehensive income — — — — 617 — — 617

Dividends declared (a)

— — — ( 2,599 ) — — — ( 2,599 )

Share-based compensation — — 991 — — — — 991

Stock shares awarded, forfeited or vested — — ( 670 ) — — 670 — —

Balance, June 30, 2025

4 6,715 329,256 570,154 255 ( 64,600 ) ( 1,655 ) 840,129

Comprehensive income:

Net income — — — 15,422 — 7 15,429

Other comprehensive loss — — — — ( 265 ) — ( 265 )

Dividends declared (a)

— — — ( 2,603 ) — — — ( 2,603 )

Share-based compensation — — 849 — — — — 849

Stock shares awarded, forfeited, or vested — — ( 43 ) — — 43 — —

Balance, September 30, 2025

$ 4 $ 6,715 $ 330,062 $ 582,973 $ ( 10 ) $ ( 64,557 ) $ ( 1,648 ) $ 853,539

(a) Dividends and dividend equivalents were $ 0.12 per common share, per restricted stock unit, and per performance stock unit for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025.

See accompanying notes to unaudited condensed consolidated financial statements

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Year to Date Ended September 30, 2024

(Dollars in thousands)

Preferred Issued Common Additional

6 unchanged sentences

$ 4 $ 6,715 $ 332,195 $ 563,929 $ ( 658 ) $ ( 68,019 ) $ ( 1,623 ) $ 832,543

Comprehensive income:

Net income (loss) — — — 20,635 — — ( 51 ) 20,584

Other comprehensive loss — — — — ( 40 ) — — ( 40 )

Dividends declared (a)

— — — ( 2,670 ) — — — ( 2,670 )

Share-based compensation — — 5,563 — — — — 5,563

Stock shares awarded, forfeited or vested — — ( 1,556 ) — — 1,556 — —

Stock shares repurchased — — — — — ( 6,961 ) — ( 6,961 )

Balance, March 31, 2024

4 6,715 329,460 557,848 ( 437 ) ( 26,571 ) ( 1,476 ) 865,543

Comprehensive income:

Net income (loss) — — — 32,085 — — ( 68 ) 32,017

Other comprehensive loss — — — — ( 116 ) — — ( 116 )

Dividends declared (a)

— — — ( 2,668 ) — — — ( 2,668 )

Share-based compensation — — 911 — — — — 911

Stock shares awarded, forfeited, or vested — — ( 658 ) — — 658 — —

Stock shares repurchased — — — — — ( 2,774 ) — ( 2,774 )

Balance, June 30, 2024

4 6,715 329,713 587,265 ( 553 ) ( 28,687 ) ( 1,544 ) 892,913

Comprehensive income:

Net income (loss) — — — 23,905 — ( 43 ) 23,862

Comprehensive loss:

Net loss — — — ( 3,024 ) — — ( 33 ) ( 3,057 )

Other comprehensive income — — — — 296 — — 296

4 unchanged sentences

Stock shares repurchased — — — — — ( 1,035 ) — ( 1,035 )

Balance, September 30, 2024

Balance, March 31, 2025

$ 4 $ 6,715 $ 328,935 $ 558,327 $ ( 362 ) $ ( 65,270 ) $ ( 1,656 ) $ 826,693

(a) Dividends and dividend equivalents were $ 0.12 per common share and per restricted stock unit for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024.

(a) Dividends and dividend equivalents were $ 0.12 per common share, per restricted stock unit, and per performance stock unit for the quarters ended March 31, 2026 and 2025.

See accompanying notes to unaudited condensed consolidated financial statements

4 unchanged sentences

MGP Ingredients, Inc.

(the “Company” or “MGP”) is a Kansas corporation headquartered in Atchison, Kansas and is a leading producer of branded and distilled spirits, as well as food ingredient solutions.

The Company has a portfolio of its own high quality branded spirits which are produced through its distilleries and bottling facilities and sold to distributors.

(“MGP” or the “Company”) is a Kansas corporation headquartered in Atchison, Kansas and is a leading producer of branded and distilled spirits, as well as food ingredient solutions.

The Company has an extensive award-winning global portfolio of its own high quality branded spirits, which are produced through its distilleries and bottling facilities and sold to distributors.

The Company’s branded spirits products account for a range of price points from value products through premium plus brands.

1 unchanged sentence

The Company’s distilled spirits are either sold directly or indirectly to manufacturers of other branded spirits.

The Company’s protein and starch food ingredients are predominately wheat based and provide a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry.

The Company’s protein and starch food ingredients are predominantly wheat based and provide a host of functional, nutritional, and sensory benefits for a wide range of food products to serve the consumer packaged goods industry.

The ingredient products are sold directly, or through distributors, to manufacturers and processors of finished packaged goods or to bakeries.

4 unchanged sentences

All significant intercompany balances and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements as of and for the quarter and year to date ended September 30, 2025, should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”).

These unaudited condensed consolidated financial statements as of and for the quarter ended March 31, 2026, should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

2 unchanged sentences

Pursuant to the rules and regulations of the SEC, certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted.

The Company holds a 60 percent interest in Dos Primos Tequila, LLC (“Dos Primos”).

As of March 31, 2026, the Company held a 60 percent interest in Dos Primos Tequila, LLC (“Dos Primos”).

The Company consolidated Dos Primos’ activity on the financial statements and presented the 40 percent non-controlling interest portion on a separate line.

On April 1, 2026, the Company entered into a membership interest purchase agreement and acquired the remaining 40 percent non-controlling interest in Dos Primos.

Use of Estimates.

10 unchanged sentences

Inventory consists of the following:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Finished goods $ 45,949 $ 42,263

9 unchanged sentences

Revenue is recognized for the sale of products at the point in time finished products are delivered to the customer in accordance with shipping terms.

This is a faithful depiction of the satisfaction of the performance obligation because, at the point control passes to the customer, the customer has legal title and the risk and rewards of ownership have transferred, and the customer has a present obligation to pay.

This is a faithful depiction of the satisfaction of the performance obligation because, at the point control passes to the customer, the customer has legal title and the risks and rewards of ownership have transferred, and the customer has a present obligation to pay.

The Distilling Solutions segment routinely enters into bill and hold arrangements, whereby the Company produces and sells aged and unaged distillate to customers, and the product is barreled at the customer’s request and warehoused by the Company for an extended period of time in accordance with directions received from the Company’s customers.

Even though the aged and unaged distillate remains in the Company’s possession, a sale is recognized at the point in time when the customer obtains control of the product.

Control is transferred to the customer in bill and hold transactions when the customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product, and the risk and rewards of ownership have transferred to the customer.

Additionally, all of the following bill and hold criteria have to be met in order for control to be transferred to the customer:

Control is transferred to the customer in bill and hold transactions when the customer acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the product, and the risks and rewards of ownership have transferred to the customer.

Additionally, all of the following bill and hold criteria have been met in order for control to be transferred to the customer:

the reason for the bill and hold arrangement is substantive, the customer has requested the product be warehoused, the product has been identified as separately belonging to the customer, the product is currently ready for physical transfer to the customer, and the Company does not have the ability to use the product or direct it to another customer.

19 unchanged sentences

Earnings Per Common Share (“EPS”).

Basic and diluted EPS is computed using the two-class method, which is an earnings allocation formula that determines net income per share for each class of Common Stock and participating security according to dividends declared and participation rights in undistributed earnings.

Basic and diluted EPS is computed using the two-class method, which is an earnings allocation formula that determines net income per share for each class of the Company’s common stock, no par value (“Common Stock”) and participating securities according to dividends declared and participation rights in undistributed earnings.

Basic EPS amounts are computed by dividing net income attributable to common shareholders by the weighted average shares outstanding during each period.

12 unchanged sentences

The Company separately evaluates indefinite-lived intangible assets for impairment.

During 2025, the Company experienced a decrease in stock price and market capitalization.

The Company assessed whether this decrease constituted a triggering event for its Branded Spirits reporting unit.

The Company concluded that there was no triggering event because it believes the decline in the Company’s market capitalization results from the financial performance of all three reporting units, in particular, the recent declines experienced for Distilling Solutions and Ingredient Solutions.

As of September 30, 2025, the Company determined that goodwill relating to the Branded Spirits reporting unit was not impaired.

Also, despite recent declines in performance of certain brands within the mid and value price tiers, as of September 30, 2025, the Company determined that indefinite-lived intangible assets relating to the Branded Spirits reporting unit were not impaired.

The Company will continue to evaluate its goodwill and indefinite-lived intangible assets in future quarters.

Independent of the expected future operating performance of the Branded Spirits reporting unit, any further significant decline in the Company’s market capitalization or changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of its goodwill.

In addition, if future revenues and contributions to the Company’s operating results for any of its indefinite-lived intangible assets or the Branded Spirits reporting unit perform at levels below its current projections, the Company may be required to record impairment charges to certain intangible assets or the goodwill related to the Branded Spirits reporting unit.

A determination that a portion or all of the Company’s goodwill or indefinite-lived intangible assets are impaired could have a material adverse effect on its business, consolidated financial condition, and results of operations.

See Note 3, Goodwill and Other Intangible Assets for more information.

Impairment of Long-Lived Assets.

The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of the assets group may not be fully recoverable.

The Company determines the carrying amount of asset group compared to the future projected undiscounted cash flows as well as quantitative and qualitative factors.

An impairment loss is recognized when the carrying value exceeds the fair value of the assets group.

During the quarter, the Company committed to a plan to abandon a long-lived asset at its distillery located in Bardstown, Kentucky, which is being temporarily idled beginning in May 2026.

The Company has not placed the equipment, a feed dryer not used in the distillation process, into service and does not intend to sell it.

As a result, during the quarter ended March 31, 2026, the Company recorded a $ 26,869 impairment of assets, which was recorded in goodwill and other long-lived assets impairment on the Condensed Consolidated Statement of Income (Loss).

The impaired assets were recorded within the Branded Spirits segment.

Fair Value of Financial Instruments.

9 unchanged sentences

The carrying value of the short-term financial instruments approximates the fair value due to their short-term nature.

These financial instruments have no stated maturities or the financial instruments have short-term maturities that approximate market.

These financial instruments have no stated maturities or have short-term maturities that approximate market.

The fair value of the Company’s debt is estimated based on current market interest rates for debt with similar maturities and credit quality.

Excluding the impact of the conversion feature of the Convertible Senior Notes, the fair value of the Company’s debt was $ 204,021 and $ 249,672 at September 30, 2025 and December 31, 2024, respectively.

The financial statement carrying value of total debt (net of unamortized loan fees) was $ 268,723 and $ 323,541 at September 30, 2025 and December 31, 2024, respectively.

Excluding the impact of the conversion feature of the Convertible Senior Notes and using the stated maturity of 2041, the fair value of the Company’s debt was $ 190,344 and $ 195,527 at March 31, 2026 and December 31, 2025, respectively.

The financial statement carrying value of total debt (net of unamortized loan fees) was $ 244,958 and $ 252,318 at March 31, 2026 and December 31, 2025, respectively.

These fair values are considered Level 2 under the fair value hierarchy.

2 unchanged sentences

The inputs used in the calculation of the contingent consideration liability are considered Level 3 under the fair value hierarchy due to the lack of relevant market activity.

The contingent consideration liability is measured on a quarterly basis and recorded at fair value.

The changes in fair value of the obligation resulted from changes in the key assumptions between measurement dates, such as actual net sales, projected net sales, discount rates, and volatility rates.

During the quarters ended September 30, 2025 and 2024, there were $ 2,800 and $ 6,400 , respectively, in adjustments to the fair value measurement of the contingent consideration obligation.

During the years to date ended September 30, 2025 and 2024, there were $ 25,500 and $ 15,900 , respectively, in adjustments to the fair value measurement of the contingent consideration obligation.

These adjustments were included in the change in fair value of contingent consideration on the Condensed Consolidated Statements of Income.

The fair value of the Company’s contingent consideration liability was $ 110,800 and $ 85,300 at September 30, 2025 and December 31, 2024, respectively.

There was no adjustment to the fair value of the contingent consideration liability during the quarter ended March 31, 2026, as the Company achieved the maximum net sales target as defined in the Penelope acquisition agreement during the third quarter 2025.

During the quarter ended March 31, 2025, there was $ 14,700 in adjustments to the fair value measurement of the contingent consideration obligation which was included in the change in fair value of contingent consideration on the Condensed Consolidated Statements of Income.

The fair value of the Company’s contingent consideration liability was $ 110,800 at both March 31, 2026 and December 31, 2025.

The amount payable is based upon achievement of certain net sales targets between the acquisition date and December 31, 2025.

The Company achieved the maximum net sales target as defined in the Penelope acquisition agreement during the third quarter 2025, and in accordance with the terms of the agreement, the Company will pay out the full contingent consideration of $ 110,800 during the first half of 2026.

The Company paid the full contingent consideration of $ 110,800 on April 28, 2026.

Fair value disclosure for deferred compensation plan investments is included in Note 8, Employee and Non-Employee Benefit Plans.

3 unchanged sentences

(“Agricola” and together with DGL, “LMX”), which are accounted for as equity method investments and are considered affiliates of the Company.

The investment in LMX, which is recorded in investment in joint venture on the Condensed Consolidated Balance Sheets, was $ 7,894 and $ 7,024 at September 30, 2025 and December 31, 2024, respectively.

During the quarter and year to date ended September 30, 2025, the Company recorded income of $ 375 and $ 869 , respectively, from its equity method investment.

During the quarter and year to date ended September 30, 2024, the Company recorded income of $ 832 and $ 1,446 , respectively, from its equity method investments.

Income from the equity method investment is recorded in other income, net on the Condensed Consolidated Statements of Income.

During the quarters ended September 30, 2025 and 2024, the Company purchased $ 5,753 and $ 7,606 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

During the year to date ended September 30, 2025 and 2024, the Company purchased $ 16,319 and $ 22,604 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

The investment in LMX, which is recorded in investment in joint venture on the Condensed Consolidated Balance Sheets, was $ 6,692 and $ 8,211 at March 31, 2026 and December 31, 2025, respectively.

During the quarters ended March 31, 2026 and 2025, the Company recorded a loss of $ 19 and gain of $ 257 , respectively, from its equity method investments.

Income from the equity method investment is recorded in other income, net on the Condensed Consolidated Statements of Income (Loss).

Additionally, during the quarter ended March 31, 2026, the Company received a $ 1,500 distribution payment from LMX.

During the quarters ended March 31, 2026 and 2025, the Company purchased $ 1,462 and $ 4,042 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

Recently Adopted Accounting Standard Updates.

The Company did not adopt any new Accounting Standard Updates (“ASUs”) during the quarter ended September 30, 2025.

ASU 2024-04, Induced Conversions of Convertible Debt Instruments, clarifies the requirement for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

This ASU is effective for annual periods beginning after December 15, 2025.

Early adoption is permitted and can be applied either on a prospective basis or retrospective basis.

The Company adopted this standard during the period, and it had no impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements.

ASU 2023-09, Improvements to Income Tax Disclosures, requires improved disclosures related to the rate reconciliation and income taxes paid.

This ASU requires companies to reconcile the income tax expense attributable to continuing operations to the statutory federal income tax rate applied to pre-tax income from continuing operations.

Additionally, this ASU requires companies to disclose the total amount of income taxes paid during the period.

This ASU is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

The guidance is required to be applied on a prospective basis with the option to apply retrospectively to all prior periods presented in the financial statements.

The Company plans to adopt this ASU when it becomes effective, and the Company expects this ASU will impact the Company’s note disclosures with no material impacts to the Company’s consolidated financial statements.

ASU 2024-03, Disaggregation of Income Statement Expenses , requires disaggregated disclosures in the notes to the consolidated financial statements of certain categories of expenses that are included in expense line items on the Consolidated Statement of Income.

This ASU is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

1 unchanged sentence

The Company is currently evaluating the impact of this ASU to the Company’s consolidated financial statements.

ASU 2024-04, Induced Conversions of Convertible Debt Instruments , clarifies the requirement for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments.

This ASU is effective for annual periods beginning after December 15, 2025.

Early adoption is permitted and can be applied either on a prospective basis or retrospective basis.

The Company is currently evaluating the impact of this ASU to the Company’s consolidated financial statements, however the Company does not anticipate this ASU having a material impact to its consolidated financial statements.

ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, amends certain aspects of the accounting for software costs, including removing software development project stages and requiring companies to capitalize software costs when both of the following occur:

3 unchanged sentences

The Company is currently evaluating the impact of this ASU to its consolidated financial statements.

ASU 2025-11, Narrow-Scope Improvement (Topic 270 - Interim Reporting), clarifies the current interim reporting requirements and the form and content of the interim reporting requirements, and, includes a disclosure principle that requires companies to

disclose material events since the end of the last annual reporting period.

This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this ASU to the Company’s consolidated financial statements.

The Company generates revenue from the Branded Spirits segment by the sale of products and by providing contract bottling services.

1 unchanged sentence

The Company generates revenue from the Ingredient Solutions segment by the sale of products.

Revenue related to sales of products is recognized at a point in time whereas revenue generated from warehouse services and contract bottling services is recognized over time.

Revenue related to sales of products is recognized at a point in time, whereas revenue generated from warehouse services and contract bottling services are recognized over time.

Contracts with customers include a single performance obligation (either the sale of products or the provision of warehouse services and contract bottling services).

1 unchanged sentence

The following table presents the Company’s sales disaggregated by segment and major products and services:

Quarter Ended September 30, Year to Date Ended September 30,

2025 2024 2025 2024

Quarter Ended March 31,

Branded Spirits

8 unchanged sentences

White goods and other co-products

4,317 6,545 16,469 26,663

Total Distilling Solutions 28,000 46,943

7 unchanged sentences

Total sales $ 106,427 $ 121,653

Goodwill and Intangible Assets

Goodwill and Other Intangible Assets

Definite-Lived Intangible Assets.

2 unchanged sentences

The distributor relationships have a useful life of 20 years.

The amortization expense for the quarters ended September 30, 2025 and 2024 was $ 814 .

The amortization expense for years to date ended September 30, 2025 and 2024 was $ 2,441 .

As of September 30, 2025, the expected future amortization expense related to definite-lived intangible assets is as follows:

The amortization expense for the quarters ended March 31, 2026 and 2025 was $ 813 .

As of March 31, 2026, the expected future amortization expense related to definite-lived intangible assets is as follows:

Remainder of 2026 $ 2,442

1 unchanged sentence

Total $ 51,393

Goodwill and Indefinite-Lived Intangible Assets.

The Company records goodwill and indefinite-lived intangible assets in connection with various acquisitions of businesses and allocates the goodwill and indefinite-lived intangible assets to its respective reporting units.

The carrying amount of goodwill, which relates to the Branded Spirits segment, was $ 247,789 at both September 30, 2025 and December 31, 2024.

The carrying amount of trade name indefinite-lived intangible assets, which relates to the Branded Spirits segment, was $ 212,990 at both September 30, 2025 and December 31, 2024.

Changes in carrying amount of goodwill by business segment were as follows:

Distilling Solutions Branded Spirits Ingredient Solutions Total

Balance, December 31, 2025

$ — $ 115,667 $ — $ 115,667

— ( 115,667 ) — ( 115,667 )

Balance, March 31, 2026

$ — $ — $ — $ —

Impairment Analysis.

During the first quarter 2026, the Company experienced a decrease in stock price and market capitalization, and as a result, the Company performed a quantitative assessment of goodwill.

The Company engaged a third party valuation specialist to assist in comparing the fair value of the Branded Spirits reporting unit to the respective carrying value.

The estimate of fair value of the Company’s reporting unit was calculated using equal weighting of the income approach that utilized the discounted cash flow method and the market approach that utilized the guideline public company method.

Estimates in the determination of fair value of the reporting unit through the income approach were based on (i) discount rates based on the reporting unit’s weighted average cost of capital, (ii) future expected cash flows including revenue and operating margin projections, and (iii) long-term growth rates based on inflation forecasts, industry growth, and long-term economic growth potential.

The market approach compares enterprise values and historical and projected results of public companies that reflect economic conditions and risks that are similar to the reporting unit to calculate an estimated enterprise value.

These assumptions are based on historical trends as well as the projections and assumptions used in the Company’s budget and long-range plans.

These assumptions reflect the Company’s estimates of future economic and competitive conditions which can be affected by several factors such as inflation, business valuations in the market, the economy, and market competition.

Any changes in these assumptions may affect the Company’s fair value estimate and the results of an impairment test.

As of the assessment date, to corroborate the Company’s fair value conclusion, it combined the estimated fair values of the reporting units and performed a market capitalization reconciliation to validate the reasonableness of the implied control premium.

The Company calculated the market capitalization using both the stock price on the assessment date as well as the average stock price over a reasonable period of time preceding the assessment date.

Based on this reconciliation, the Company believes the control premium to be reasonable.

Based on the results of the Company’s impairment analysis, the Company recorded an impairment charge of $ 115,667 to reduce the carrying amount of the Branded Spirits reporting unit.

This goodwill impairment was recorded in goodwill and other long-lived assets impairment on the Condensed Consolidated Statement of Income (Loss) for the quarter ended March 31, 2026 and as a reduction of goodwill in the Consolidated Balance Sheets as of March 31, 2026.

Indefinite-Lived Intangible Assets.

Changes in carrying amount of trade name intangible assets by business segment were as follows:

Distilling Solutions Branded Spirits Ingredient Solutions Total

Balance, December 31, 2025

$ — $ 192,490 $ — $ 192,490

— ( 36,990 ) — ( 36,990 )

Balance, March 31, 2026

$ — $ 155,500 $ — $ 155,500

Impairment Analysis.

During the first quarter 2026, in connection with the assessment of the same events and circumstances impacting the Branded Spirits reporting unit, the Company performed a quantitative impairment test of its indefinite-lived assets.

The Company values its indefinite-lived intangible assets under the income approach using a relief- from-royalty method, which assumes the value of the asset is the sum of the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the asset and instead licensed it from another company.

When estimating the fair value, the Company made certain assumptions for its future revenue projections,

market royalty rates, and discount rates.

These assumptions reflect the Company’s estimates of future economic and competitive conditions which consider many factors including macroeconomic conditions, industry growth rates, and competition.

Any changes in these assumptions may affect the Company’s fair value estimate and the results of an impairment test.

The most sensitive assumption used in the analysis was a 15 percent discount rate.

Based on the results of the Company’s impairment analysis, the Company recorded an impairment charge of $ 36,990 to adjust the carrying amount of the trade name indefinite-lived intangible assets to fair value.

The impairment was recorded in goodwill and other long-lived assets impairment on the Condensed Consolidated Statement of Income (Loss) for the quarter ended March 31, 2026 and as a reduction of intangible assets in the Consolidated Balance Sheets as of March 31, 2026.

As of March 31, 2026, after the impairment was recorded, the fair values of the Company’s indefinite-lived intangible assets were equal to the respective carrying values.

The Company will continue to evaluate its indefinite-lived intangible assets in future quarters.

Independent of the expected future operating performance of the indefinite-lived intangible assets, any further significant changes in discount rates, even if due to macroeconomic factors, could put pressure on the carrying value of its indefinite-lived intangible assets.

In addition, if future revenues and contributions to the Company’s operating results for any of its indefinite-lived intangible assets perform at levels below its current projections, the Company may be required to record impairment charges to certain intangible assets related to the Branded Spirits reporting unit.

A determination that a portion or all of the Company’s assets are impaired could have a material adverse effect on its business, consolidated financial condition, and results of operations.

Corporate Borrowings

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Description (a)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Credit Agreement - Revolver, 4.77 % (variable rate) due 2030

12 unchanged sentences

Long-term debt $ 238,558 $ 245,918

(a) Interest rates are as of September 30, 2025.

(a) Interest rates are as of March 31, 2026.

(b) Loan fees are being amortized over the life of the debt agreements.

1 unchanged sentence

On February 14, 2020, the Company entered into a credit agreement (the “Credit Agreement”) with multiple participants led by Wells Fargo Bank, National Association (“Wells Fargo Bank”) which provided for a $ 300,000 revolving credit facility and had a maturity date of May 14, 2026.

On April 24, 2025, the Company entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with Wells Fargo Bank, as administrative agent, swingline lender, and issuing lender, and the other lenders and parties thereto.

On April 24, 2025, the Company entered into an Amended and Restated Credit Agreement (as amended, the “A&R Credit Agreement”) with Wells Fargo Bank, as administrative agent, swingline lender, and issuing lender, and the other lenders and parties thereto.

The A&R Credit Agreement amends and restates the Company’s existing Credit Agreement, extending the maturity date to April 24, 2030.

The A&R Credit Agreement increases the size of the revolving credit facility to $ 500,000 and permits the Company to increase the amount of the revolving credit facility by up to an additional $ 200,000 , subject to certain conditions and at the discretion of the lenders.

The Company incurred $ 2,712 of loan fees related to the A&R Credit Agreement during the year to date ended September 30, 2025.

The A&R Credit Agreement includes certain requirements and covenants with which the Company was in compliance at September 30, 2025.

As of September 30, 2025, the Company had $ 57,000 of outstanding borrowings under the A&R Credit Agreement, leaving $ 443,000 available.

The Company incurred no new loan fees related to the A&R Credit Agreement during the quarter ended March 31, 2026.

The A&R Credit Agreement includes certain requirements and covenants with which the Company was in compliance at March 31, 2026.

As of March 31, 2026, the Company had $ 36,000 of outstanding borrowings under the A&R Credit Agreement, leaving $ 464,000 available.

Convertible Senior Notes.

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Bank National Association, as trustee.

The 2041 Notes are senior, unsecured obligations of the Company and interest is payable semi-annually in arrears at a fixed interest rate of 1.88 % on May 15 and November 15 of each year.

The 2041 Notes are senior, unsecured obligations of the Company and interest is payable semi-annually in arrears at a fixed interest rate of 1.88 % on May 15 and

November 15 of each year.

The 2041 Notes mature on November 15, 2041 unless earlier repurchased, redeemed, or converted, per the terms of the Indenture.

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During 2019, the Company issued $ 20,000 of additional Senior Secured Notes with a maturity date of April 30, 2029.

The Note Purchase Agreement includes certain requirements and covenants with which the Company was in compliance at September 30, 2025 .

As of September 30, 2025, the Company had $ 6,400 of Series A Senior Secured Notes and $ 12,000 of additional Senior

Secured Notes outstanding under the Note Purchase Agreement, leaving $ 231,600 available under the Note Purchase Agreement.

The Note Purchase Agreement includes certain requirements and covenants with which the Company was in compliance at March 31, 2026 .

As of March 31, 2026, the Company had $ 4,800 of Series A Senior Secured Notes and $ 10,400 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $ 234,800 available under the Note Purchase Agreement.

The Company’s tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter.

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The Company’s quarterly effective tax rate can be subject to significant change due to the effect of discrete items arising in a given quarter.

On July 4, 2025, the “One Big Beautiful Bill Act” (“OB3 Act”) was signed into law.

Among other changes, the OB3 Act includes key provisions that make 100% bonus depreciation permanent, allow for the expensing of domestic research costs, and modify the business interest expense limitation calculation.

The applicable changes were incorporated into the Company’s income tax provision for the quarter and year to date ended September 30, 2025, resulting in an increase in the Company’s deferred tax expense, offset by a corresponding decrease in the Company’s current tax expense.

The OB3 Act had an immaterial impact to the Company’s effective tax rate for the quarter and year to date ended September 30, 2025, and the Company does not expect the OB3 Act to have a material impact on the Company’s effective tax rate for 2025.

Income tax expense for the quarter and year to date ended September 30, 2025 was $ 4,276 and $ 9,255 , respectively, for an effective tax rate of 21.7 percent and 25.7 percent, respectively.

The effective tax rate for the quarter and year to date ended September 30, 2025 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to state income tax and income tax on foreign subsidiaries, partially offset by federal and state tax credits.

In addition, for the year to date ended September 30, 2025, the effective tax rate differed from the U.S.

federal statutory rate on pretax income due to the discrete tax impact related to the vesting of share based awards.

Income tax expense for the quarter and year to date ended September 30, 2024 was $ 7,554 and $ 23,924 , respectively, for an effective tax rate of 24.0 percent and 23.8 percent, respectively.

The effective tax rate for the quarter and year to date ended September 30, 2024 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to state income taxes and income taxes on foreign subsidiaries, partially offset by U.S.

state and federal tax credits and the deduction applicable to export activity.

Income tax expense for the quarter ended March 31, 2026 was $( 39,865 ), for an effective tax rate of 22.8 percent.

The effective tax rate for the quarter ended March 31, 2026 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to a discrete tax impact related to the vesting of share-based awards as well as state income tax and income tax on foreign subsidiaries, partially offset by federal and state tax credits.

The favorable tax impact was a result of the reduction of deferred tax liabilities due to the goodwill and other long-lived asset impairments.

Income tax expense for the quarter ended March 31, 2025 was $ 671 for an effective tax rate of ( 28.1 ) percent.

The effective tax rate for the quarter ended March 31, 2025 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to the discrete tax impact related to vesting of share based awards, state income tax, and income tax on foreign subsidiaries, partially offset by federal and state tax credits.

The tax rate was negative due to the net loss position and the discrete tax impact of the vesting of share based awards granted in the prior years during periods of higher stock prices.

Equity and EPS

The following table presents computations of basic and diluted EPS:

Quarter Ended September 30, Year to Date Ended September 30,

2025 2024 2025 2024

Net income (a)

Quarter Ended March 31,

$ ( 134,807 ) $ ( 3,057 )

Net loss (income) attributable to noncontrolling interest ( 7 ) 43 25 162

Income attributable to participating securities (unvested shares and units) (b)

Attributable to noncontrolling interest

Attributable to participating securities (unvested shares and units) (b)

Net loss used in EPS calculation

$ ( 134,839 ) $ ( 2,994 )

Net income used in EPS calculation $ 15,232 $ 23,648 $ 26,502 $ 75,797

Share information:

6 unchanged sentences

(a) Net income attributable to all stockholders.

(b) Participating securities included 240,820 and 243,243 unvested restricted stock units (“RSUs”) at September 30, 2025 and 2024, respectively.

(b) Participating securities included 290,579 and 213,290 unvested restricted stock units (“RSUs”) at March 31, 2026 and 2025, respectively.

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The repurchase program has no expiration date and may be modified, suspended, or discontinued at any time by the Company without prior notice.

During the quarter and year to date ended September 30, 2025, the Company repurchased no shares under the share repurchase program.

During the quarter and year to date ended September 30, 2024, the Company repurchased approximately 35,913 and 128,360 shares, respectively, of Company Stock for approximately $ 2,500 and $ 10,000 , respectively.

As of September 30, 2025, there was approximately $ 53,412 remaining under the share repurchase program.

During the quarters ended March 31, 2026 and 2025, the Company repurchased no shares under the share repurchase program.

As of March 31, 2026, there was approximately $ 53,412 remaining under the share repurchase program.

Common Stock Share Activity.

4 unchanged sentences

Issuance of Common Stock — 109,225

Repurchase of Common Stock (b)

Repurchase of Common Stock (a)

Balance, March 31, 2026 437 21,369,125

Issuance of Common Stock — 21,099

Repurchase of Common Stock — —

Balance, June 30, 2025 437 21,291,442

Issuance of Common Stock — 1,294

Repurchase of Common Stock — —

Balance, September 30, 2025 437 21,292,736

Shares Outstanding

4 unchanged sentences

Balance, March 31, 2025 437 21,270,343

Issuance of Common Stock — 14,627

Repurchase of Common Stock (a)

Balance, June 30, 2024 437 21,987,685

Issuance of Common Stock — 809

Repurchase of Common Stock (a)

Balance, September 30, 2024 437 21,952,581

(a) 59,084 , 33,363 , and 35,913 shares that were repurchased during the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, respectively, pursuant to the Company’s share repurchase program.

The remaining shares repurchased were related to the tax withholding on equity-based compensation.

(b) The Common Stock repurchases were for tax withholding on equity-based compensation.

(a) The Common Stock repurchases were for tax withholding on equity-based compensation.

Commitments and Contingencies

7 unchanged sentences

MGP Ingredients, Inc.

et al., was filed in the United States District Court for the Southern

District of New York against the same defendants (the “Bronstein Action”).

et al., was filed in the United States District Court for the Southern District of New York against the same defendants (the “Bronstein Action”).

The Bronstein Action was brought on behalf of a putative class who acquired publicly traded MGP securities between May 4, 2023 and October 30, 2024.

3 unchanged sentences

Lead Plaintiffs filed an Amended Complaint on May 15, 2025, which Defendants moved to dismiss on July 15, 2025.

On March 25, 2026, the District Court dismissed the Amended Complaint and denied Plaintiffs leave to amend.

On April 24, 2026, Plaintiffs filed their Notice of Appeal of the March 25, 2026 Decision to the United States Court of Appeals for the Tenth Circuit.

The Company believes there are substantial defenses to the claims asserted and intends to defend the lawsuit vigorously.

8 unchanged sentences

Bratcher, et al., Case No.

2:25-cv-02262, was filed in the United States District Court for the District of Kansas against the same defendants as in the Consolidated Action.

2:25-cv-02262, was filed in the United States District Court for the District of Kansas against the same defendants as in the Consolidated Action (the “Kruitwagen Action”).

The Company is a “Nominal Defendant” in the lawsuits, which reflects the fact that the lawsuits are maintained by the respective named plaintiffs on behalf of the Company and that the plaintiffs seek damages on the Company’s behalf.

2 unchanged sentences

The complaints bring additional claims for unjust enrichment, abuse of control, gross mismanagement, aiding and abetting breaches of fiduciary duties, and waste of corporate assets and seek indemnity and contribution from the named current and former officers.

On July 24, 2025 and July 28, 2025, the Court entered orders staying the Consolidated Action and Kruitwagen, respectively, pending an outcome on the motion to dismiss filed in the putative securities class action.

On July 24, 2025 and July 28, 2025, the Court entered orders staying the Consolidated Action and the Kruitwagen Action, respectively, pending an outcome on the motion to dismiss filed in the putative securities class action.

On April 8, 2026, the Court entered an order extending the stays and directing the parties to file a status report by May 1, 2026.

The defendants believe there are substantial defenses to the claims asserted and intend to defend the lawsuits vigorously.

3 unchanged sentences

The 2024 Plan provides for the awarding of stock options, stock appreciation rights, shares of restricted stock, RSUs, performance stock units (“PSUs”), and other stock-based awards for executive officers and other employees, as well as non-employee directors and certain consultants and advisors.

As of September 30, 2025, 908,619 shares remain available for issuance under the 2024 Plan, with PSUs counted at the target level established on the award’s grant date.

As of March 31, 2026, 564,506 shares remain available for issuance under the 2024 Plan.

The PSUs are counted at the target level established on the award’s grant date and are adjusted after the performance period ends and the Human Resources and Compensation Committee has certified the achievement of their performance goals.

Deferred Compensation Plan.

2 unchanged sentences

Realized and unrealized gains (losses) on deferred compensation plan investments were included as a component of other income (expense), net on the Company’s Condensed Consolidated Statements of Income.

For the quarter and year to date ended September 30, 2025, the Company had a gain on deferred compensation plan investments of $ 73 and $ 121 , respectively, and for the quarter and year to date ended September 30, 2024, the Company had a gain on deferred compensation plan investments of $ 196 and $ 482 , respectively.

For the quarters ended March 31, 2026 and 2025, the Company had a gain on deferred compensation plan investments of $ 2 and a loss on deferred compensation plan investments of $ 44 , respectively.

EDC Plan investments are classified as Level 1 in the fair value hierarchy since the investments trade with sufficient frequency and volume to enable the Company to obtain pricing information on an ongoing basis.

At September 30, 2025 and December 31, 2024, the EDC Plan investments were $ 2,223 and $ 3,653 , respectively, which were recorded in other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan current liabilities were $ 661 and $ 1,520 at September 30, 2025 and December 31, 2024, respectively, which were included in accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 1,562 and $ 2,132 at September 30, 2025 and December 31, 2024, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

At March 31, 2026 and December 31, 2025, the EDC Plan investments were $ 1,733 and $ 2,236 , respectively, which were recorded in other assets on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan current liabilities were $ 611 and $ 585 at March 31, 2026 and December 31, 2025, respectively, which were included in accrued expenses and other on the Company’s Condensed Consolidated Balance Sheets.

The EDC Plan non-current liabilities were $ 1,385 and $ 1,651 at March 31, 2026 and December 31, 2025, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

Operating Segments

At September 30, 2025, the Company had three segments:

At March 31, 2026, the Company had three segments:

Branded Spirits, Distilling Solutions, and Ingredient Solutions.

The Company’s reportable segments are based on the financial information the chief operating decision maker uses to allocate resources and evaluate performance of the business.

The Company’s operating segments are based on the financial information the chief operating decision maker uses to allocate resources and evaluate performance of the business.

The Branded Spirits segment consists of a portfolio of high quality branded spirits which are produced through distilleries and bottling facilities.

4 unchanged sentences

All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance.

Operating profit for each segment is based on sales less identifiable operating expenses.

Operating income for each segment is based on sales less identifiable operating expenses.

Non-direct selling, general, and administrative expenses, interest expense, and other general miscellaneous expenses are excluded from segment operations and are classified as Corporate.

2 unchanged sentences

The following tables present summarized financial information for each segment:

Quarter Ended September 30, 2025

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

Sales $ 60,748 $ 40,881 $ 29,283 $ — $ 130,912

Cost of Goods Sold 28,528 26,681 26,270 — 81,479

Gross Profit 32,220 14,200 3,013 — 49,433

Advertising and promotion expense 6,249 185 241 16 6,691

SG&A expense 8,420 711 963 8,832 18,926

Change in fair value of contingent consideration 2,800 — — — 2,800

Operating income $ 14,751 $ 13,304 $ 1,809 $ ( 8,848 ) $ 21,016

Depreciation and amortization $ 2,157 $ 2,041 $ 1,635 $ 353 $ 6,186

Quarter Ended September 30, 2024

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

Sales $ 62,624 $ 71,919 $ 26,918 $ — $ 161,461

Cost of Goods Sold 30,178 43,275 22,193 — 95,646

Gross Profit 32,446 28,644 $ 4,725 $ — 65,815

Advertising and promotion expense 8,704 395 410 138 9,647

SG&A expense 9,951 618 1,038 5,597 17,204

Change in fair value of contingent consideration 6,400 — — — 6,400

Operating income $ 7,391 $ 27,631 $ 3,277 $ ( 5,735 ) $ 32,564

Depreciation and amortization $ 2,192 $ 1,975 $ 1,178 $ 335 $ 5,680

Year to Date Ended September 30, 2025

Quarter Ended March 31, 2026

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

4 unchanged sentences

SG&A expense 7,970 704 872 11,520 21,066

Change in fair value of contingent consideration 25,500 — — — 25,500

Goodwill and other long-lived assets impairment 179,526 — — — 179,526

Operating income $ ( 172,372 ) $ 7,835 $ 2,941 $ ( 11,605 ) $ ( 173,201 )

Depreciation and amortization $ 2,159 $ 1,798 $ 1,958 $ 350 $ 6,265

Year to Date Ended September 30, 2024

Quarter Ended March 31, 2025

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

4 unchanged sentences

SG&A expense 8,990 652 1,124 10,439 21,205

Impairment of long-lived assets and other — 137 — — 137

Change in fair value of contingent consideration 14,700 — — — 14,700

2 unchanged sentences

The following table allocates assets to each segment as of:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Identifiable Assets

5 unchanged sentences

Subsequent Events

On October 29, 2025, the Company announced a quarterly dividend payable to stockholders of record of the Company’s common stock, resulting in dividend equivalents payable to certain RSU holders, of $ 0.12 per share and per RSU.

The dividend and dividend equivalents are payable on November 28, 2025 to stockholders of record and certain RSU holders as of November 14, 2025.

On April 29, 2026, the Company announced a quarterly dividend payable to stockholders of record of the Company’s common stock, resulting in dividend equivalents payable to certain RSU holders, of $ 0.12 per share and per RSU.

The dividend and dividend equivalents are payable on May 29, 2026 to stockholders of record and certain RSU holders as of May 15, 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-Q

Item 1. Financial Statements