What changed in this filing

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Item 1. Financial Statements

2026-07-29 compared with 2026-04-29 · 220 added, 116 removed, 500 unchanged (40% of the section changed)

3 unchanged sentences

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

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Sales $ 124,357 $ 145,494 $ 230,784 $ 267,147

3 unchanged sentences

Selling, general, and administrative expenses 20,237 23,156 41,303 44,361

Goodwill and other long-lived assets impairment

Provision for credit loss 2,148 — 2,148 —

Impairment and other 751 — 180,277 —

Change in fair value of contingent consideration — 8,000 — 22,700

Operating loss

( 173,201 ) ( 747 )

Operating income (loss) 17,652 20,318 ( 155,549 ) 19,571

Interest expense, net ( 2,879 ) ( 1,897 ) ( 4,300 ) ( 3,751 )

Other income (expense), net

Loss before income taxes

( 174,672 ) ( 2,386 )

Other income, net 299 314 249 529

Income (loss) before income taxes 15,072 18,735 ( 159,600 ) 16,349

Income tax expense (benefit)

3,063 4,308 ( 36,802 ) 4,979

( 134,807 ) ( 3,057 )

Net income (loss) 12,009 14,427 ( 122,798 ) 11,370

Attributable to noncontrolling interest

Net loss attributable to MGP Ingredients, Inc.

Net income (loss) attributable to MGP Ingredients, Inc.

12,009 14,426 ( 122,795 ) 11,402

Attributable to participating securities

Net loss used in earnings per common share calculation

( 155 ) ( 159 ) ( 68 ) ( 127 )

Net income (loss) used in earnings per common share calculation $ 11,854 $ 14,267 $ ( 122,863 ) $ 11,275

Weighted average common shares

8 unchanged sentences

(Dollars in thousands)

Quarter Ended March 31,

Net loss attributable to MGP Ingredients, Inc.

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Net income (loss) attributable to MGP Ingredients, Inc.

$ 12,009 $ 14,426 $ ( 122,795 ) $ 11,402

Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on foreign currency translation adjustment 69 638 ( 175 ) 955

Unrealized loss on interest rate swaps ( 156 ) — ( 156 ) —

Change in Company-sponsored post-employment benefit plan ( 21 ) ( 21 ) ( 42 ) ( 42 )

Other comprehensive income (loss) ( 108 ) 617 ( 373 ) 913

Comprehensive loss attributable to MGP Ingredients, Inc.

Comprehensive income (loss) attributable to MGP Ingredients, Inc.

11,901 15,043 ( 123,168 ) 12,315

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

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

Comprehensive income (loss) attributable to noncontrolling interest — 1 ( 3 ) ( 32 )

Comprehensive income (loss) $ 11,901 $ 15,044 $ ( 123,171 ) $ 12,283

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(Unaudited) (Dollars in thousands)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current Assets

Cash and cash equivalents $ 17,794 $ 18,460

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

Receivables, net (less allowance for credit loss of $ 3,338 and $ 1,190 at June 30, 2026, and December 31, 2025, respectively)

103,559 116,160

17 unchanged sentences

Federal and state excise taxes payable 4,474 5,755

Income taxes payable 3,188 —

Accrued expenses and other 14,511 22,507

15 unchanged sentences

authorized 40,000,000 shares;

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

issued 23,125,166 shares at June 30, 2026 and December 31, 2025;

and 21,411,844 and 21,294,315 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 327,964 330,872

1 unchanged sentence

Accumulated other comprehensive loss ( 746 ) ( 373 )

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

Treasury stock, at cost, 1,713,322 and 1,830,851 shares at June 30, 2026 and December 31, 2025, respectively

( 60,804 ) ( 64,518 )

8 unchanged sentences

(Dollars in thousands)

Quarter to Date Ended March 31,

Year to Date Ended June 30,

Cash Flows from Operating Activities

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

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

Net income (loss) $ ( 122,798 ) $ 11,370

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 12,651 11,638

1 unchanged sentence

Share-based compensation 2,313 2,030

Equity method investment loss (gain)

Equity method investment gain ( 150 ) ( 494 )

Deferred income taxes, including change in valuation allowance ( 43,653 ) ( 901 )

Change in fair value of contingent consideration — 22,700

Payment of contingent consideration ( 48,700 ) —

Other, net 546 446

3 unchanged sentences

Prepaid expenses ( 2,974 ) ( 1,752 )

Income taxes payable (refundable)

3,075 ( 2,094 )

Income taxes payable 6,397 3,128

Accounts payable ( 2,499 ) ( 10,687 )

2 unchanged sentences

Other, net 2 ( 159 )

Net cash provided by operating activities 6,955 44,684

Net cash provided by (used in) operating activities ( 40,732 ) 56,357

Cash Flows from Investing Activities

7 unchanged sentences

( 886 ) ( 1,035 )

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

Proceeds from long-term debt 145,000 28,000

Principal payments on long-term debt ( 28,200 ) ( 52,200 )

Net cash used in financing activities ( 11,084 ) ( 30,213 )

Payment of contingent consideration ( 62,100 ) —

Net cash provided by (used in) financing activities 48,618 ( 33,103 )

Effect of exchange rate changes on cash and cash equivalents ( 155 ) 960

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For Quarter to Date Ended March 31, 2026 and 2025

For Year to Date Ended June 30, 2026

(Dollars in thousands)

3 unchanged sentences

Comprehensive

Income (loss) Treasury

Loss Treasury

Stock Non-controlling Interest Total

11 unchanged sentences

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

Comprehensive income:

Net income — — — 12,009 — — — 12,009

Other comprehensive loss — — — — ( 108 ) — — ( 108 )

Dividends declared (a)

— — — ( 2,636 ) — — — ( 2,636 )

Share-based compensation — — 1,907 — — — — 1,907

Stock shares awarded, forfeited or vested — — ( 773 ) — — 773 — —

Exchange of non-controlling interest — — ( 1,649 ) — — 1,649 —

Balance, June 30, 2026

$ 4 $ 6,715 $ 327,964 $ 317,680 $ ( 746 ) $ ( 60,804 ) $ — $ 590,813

(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 June 30, 2026.

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 June 30, 2025

(Dollars in thousands)

Preferred Issued Common Additional

16 unchanged sentences

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, per restricted stock unit, and per performance stock unit for the quarters ended March 31, 2026 and 2025.

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

(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 and June 30, 2025.

See accompanying notes to unaudited condensed consolidated financial statements

16 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 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”).

These unaudited condensed consolidated financial statements as of and for the quarter and year to date ended June 30, 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.

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.

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 Tequila, LLC (“Dos Primos”), making it a wholly-owned subsidiary of the Company.

Prior to the agreement, the Company held a 60 percent interest in Dos Primos.

The Company consolidated Dos Primos activity on its financial statements and presented the 40 percent non-controlling interest portion on a separate line prior to the purchase agreement.

Use of Estimates.

10 unchanged sentences

Inventory consists of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Finished goods $ 38,557 $ 42,263

52 unchanged sentences

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

The Company determines the carrying amount of the 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 asset group.

The Company committed to a plan to abandon a long-lived asset at its distillery located in Bardstown, Kentucky, which was 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).

As a result, during the first quarter of 2026, the Company recorded a $ 26,869 impairment of assets, which was recorded in impairment and other on the Condensed Consolidated Statement of Income (Loss).

The impaired assets were recorded within the Branded Spirits segment.

Additionally, during the quarter ended June 30, 2026, the Company recorded $ 751 of costs related to the idled Kentucky facilities, which was recorded in impairment and other on the Condensed Consolidated Statement of Income (Loss).

Derivative Instruments.

The Company enters into derivative contracts to manage risk exposure to interest rate fluctuations.

The Company records derivative instruments on the balance sheet at fair value in accordance with GAAP.

See Note 5, Derivative Instruments and Hedging Activities for additional information regarding derivative financial instruments and hedging activities.

Fair Value of Financial Instruments.

11 unchanged sentences

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 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.

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 $ 312,516 and $ 195,527 at June 30, 2026 and December 31, 2025, respectively.

The financial statement carrying value of total debt (net of unamortized loan fees) was $ 369,596 and $ 252,318 at June 30, 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.

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.

There was no adjustment to the fair value of the contingent consideration liability during the quarter and year to date ended June 30, 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 and year to date ended June 30, 2025, there was $ 8,000 and $ 22,700 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 December 31, 2025.

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

1 unchanged sentence

Fair value disclosure for deferred compensation plan investments is included in Note 9, Employee and Non-Employee Benefit Plans.

Fair value disclosure for interest rate swaps is included in Note 5, Derivative Instruments and Hedging Activities.

Equity Method Investments.

2 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 $ 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.

The investment in LMX, which is recorded in investment in joint venture on the Condensed Consolidated Balance Sheets, was $ 6,861 and $ 8,211 at June 30, 2026 and December 31, 2025, respectively.

During the quarter and year to date ended June 30, 2026, the Company recorded income of $ 169 and $ 150 , respectively, from its equity method investments.

During the quarter and year to date ended June 30, 2025, the Company recorded income of $ 237 and $ 494 , 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.

Additionally, during the year to date ended June 30, 2026, the Company received a $ 1,500 distribution payment from LMX.

During the quarters ended June 30, 2026 and 2025, the Company purchased $ 2,128 and $ 6,524 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

During the year to date ended June 30, 2026 and 2025, the Company purchased $ 3,590 and $ 10,566 , respectively, of finished goods from LMX and bulk beverage alcohol from the other 50 percent owner of DGL.

Recently Adopted Accounting Standard Updates.

2 unchanged sentences

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.

The Company adopted this ASU during the first quarter of 2026, and it had no impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements.

2 unchanged sentences

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

The Company is currently evaluating the impact of this ASU to the Company’s 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:

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

costs when both of the following occur:

(1) management authorizes or commits to funding a software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended.

1 unchanged sentence

Early adoption is permitted and can be applied prospectively, retrospectively, or utilizing a modified transition approach.

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.

The Company is currently evaluating the impact of this ASU on 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 is currently evaluating the impact of this ASU on 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.

5 unchanged sentences

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

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Branded Spirits

8 unchanged sentences

White goods and other co-products

6,338 6,942 11,137 12,152

Total Distilling Solutions 29,220 50,000 57,220 96,943

10 unchanged sentences

The Company acquired definite-lived intangible assets in connection with various acquisitions of businesses prior to 2026.

The distributor relationships have a carrying value of $ 51,393 , net of accumulated amortization of $ 13,707 .

The distributor relationships have a carrying value of $ 50,579 , net of accumulated

amortization of $ 14,521 .

The distributor relationships have a useful life of 20 years.

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:

The amortization expense for the quarters ended June 30, 2026 and 2025 was $ 814 , respectively.

The amortization expense for the year to date ended June 30, 2026 and 2025 was $ 1,627 , respectively.

As of June 30, 2026, the expected future amortization expense related to definite-lived intangible assets is as follows:

Remainder of 2026 $ 1,628

1 unchanged sentence

Total $ 50,579

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

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

Distilling Solutions Branded Spirits Ingredient Solutions Total

2 unchanged sentences

— ( 115,667 ) — ( 115,667 )

Balance, March 31, 2026

Balance, June 30, 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.

During the first quarter of 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.

8 unchanged sentences

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.

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 during the first quarter of 2026.

This goodwill impairment was recorded in impairment and other on the Condensed Consolidated Statement of Income (Loss) for the year to date ended June 30, 2026 and as a reduction of goodwill in the Consolidated Balance Sheets as of June 30, 2026.

Indefinite-Lived Intangible Assets.

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

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

Distilling Solutions Branded Spirits Ingredient Solutions Total

2 unchanged sentences

— ( 36,990 ) — ( 36,990 )

Balance, March 31, 2026

Balance, June 30, 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.

During the first quarter of 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.

1 unchanged sentence

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 impairment was recorded in impairment and other on the Condensed Consolidated Statement of Income (Loss) for the year to date ended June 30, 2026 and as a reduction of intangible assets in the Consolidated Balance Sheets as of June 30, 2026.

As of June 30, 2026, after the first quarter 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.

5 unchanged sentences

Description (a)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Credit Agreement - Revolver, 4.99 % (variable rate) due 2030

5 unchanged sentences

Senior Secured Notes, 3.80 % (fixed rate) due 2029

10,400 11,200

Total indebtedness outstanding 376,850 260,050

4 unchanged sentences

Long-term debt $ 363,196 $ 245,918

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

(a) Interest rates are as of June 30, 2026.

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

4 unchanged sentences

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 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.

The Company incurred no new loan fees related to the A&R Credit Agreement during the year to date ended June 30, 2026.

The A&R Credit Agreement includes certain requirements and covenants with which the Company was in compliance at June 30, 2026.

As of June 30, 2026, the Company had $ 162,000 of outstanding borrowings under the A&R Credit Agreement, leaving $ 338,000 available.

Convertible Senior Notes.

2 unchanged sentences

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.

Holders of the 2041 Notes have the option to require the Company to purchase their notes on each of November 15, 2026, November 15, 2031 and November 15, 2036 at a repurchase price equal to 100 % of the principal amount of the 2041 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date.

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

7 unchanged sentences

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 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 Note Purchase Agreement includes certain requirements and covenants with which the Company was in compliance at June 30, 2026 .

As of June 30, 2026, the Company had $ 4,000 of Series A Senior Secured Notes and $ 9,600 of additional Senior Secured Notes outstanding under the Note Purchase Agreement, leaving $ 236,400 available under the Note Purchase Agreement.

Derivative Instruments and Hedging Activities

The Company is exposed to interest rate risk on its variable-rate borrowings under its A&R Credit Agreement.

To manage a portion of this exposure, on June 10, 2026, the Company entered into three pay-fixed, receive-floating interest rate swaps with an aggregate notional amount of $ 55,000 that became effective on June 30, 2026.

The Company has designated each swap as a cash flow hedge of the variability in interest payments attributable to changes in one-month Term SOFR on a corresponding amount of the Company’s A&R Credit Agreement.

The interest rate swaps are recorded at fair value and are adjusted to market on a quarterly basis.

The entire change in fair value of each designated swap is recorded in accumulated other comprehensive income/loss (“AOCI”) and is reclassified into interest expense in the same period in which the hedged interest payments affected earnings.

As of June 30, 2026, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows is approximately four years (through 2030).

For the quarter and year to date ended June 30,2026, the unrealized loss on interest rate swaps recognized in AOCI was $ 156 (net of tax expense of $ 52 ).

At June 30, 2026, the amount of net gains (losses) on qualifying derivatives currently recorded in AOCI expected to be reclassified into interest expense within the next twelve months is immaterial .

The aggregate notional amount of the Company’s derivative instruments designated as cash flow hedges, interest rate swaps, was $ 55,000 at June 30, 2026.

For the quarter and year to date ended June 30, 2026, the gain (loss) recognized in AOCI reclassified into interest expense was immaterial.

The following table presents the fair value of the Company’s derivative instruments and their location on the condensed consolidated balance sheets:

Balance Sheet Location June 30, 2026

Derivative liabilities:

Interest rate swaps Accrued expenses $ 44

Interest rate swaps Other noncurrent liabilities $ 164

All derivative instruments are carried at fair value and are classified within Level 2 of the fair value hierarchy.

The Company estimates the fair value of its interest rate swaps using a discounted cash flow model based on observable market inputs, including SOFR forward and discount curves, and incorporates an adjustment for nonperformance risk.

As of June 30, 2026, the Company had not posted any collateral related to these instruments.

If the credit risk related contingent features underlying these agreements had been triggered on June 30, 2026, the Company could have been required to settle or post collateral of up to $ 208 .

The Company’s interest rate swaps are governed by the International Swaps and Derivative Association master agreement with the counterparty, which provides for net settlement of all outstanding transactions in the event of default or termination.

The Company's policy is to present its derivative assets and liabilities on a gross basis in the condensed consolidated balance sheets, and it has not offset any amounts related to its interest rate swaps.

As of June 30, 2026, the gross and net amounts of the Company’s interest rate swaps subject to this enforceable master netting arrangement were the same, as reflected in the fair value table above.

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.

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.

Income tax expense (benefit) for the quarter and year to date ended June 30, 2026 was $ 3,063 and $( 36,802 ), respectively, for an effective tax rate of 20.3 percent and 23.1 percent, respectively.

The effective tax rate for the quarter ended June 30, 2026 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to the impact of federal and state tax credits and the discrete impact of a state law change on the Company’s deferred tax balances, partially offset by state income tax and income tax on foreign subsidiaries.

The effective tax rate for the year to date ended June 30, 2026 differed from the 21 percent U.S.

federal statutory rate on pretax income primarily due to the 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 and the discrete impact of a favorable state law change on the Company’s deferred tax balances.

Additionally, the favorable tax impact for the year to date ended June 30, 2026 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 and year to date ended June 30, 2025 was $ 4,308 and $ 4,979 , respectively, for an effective tax rate of 23.0 percent and 30.5 percent.

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

federal statutory rate on pretax income primarily due to the 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 June 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.

Equity and EPS

The following table presents computations of basic and diluted EPS:

Quarter Ended March 31,

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Net income (loss) (a)

$ 12,009 $ 14,427 $ ( 122,798 ) $ 11,370

Attributable to noncontrolling interest

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

Net loss used in EPS calculation

( 155 ) ( 159 ) ( 68 ) ( 127 )

Net income (loss) used in EPS calculation $ 11,854 $ 14,267 $ ( 122,863 ) $ 11,275

Share information:

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(a) Net income attributable to all stockholders.

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

(b) Participating securities included 280,492 and 222,462 unvested restricted stock units (“RSUs”) at June 30, 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 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.

During the quarters and year to dates ended June 30, 2026 and 2025, the Company repurchased no shares under the share repurchase program.

As of June 30, 2026, there was approximately $ 53,412 remaining under the share repurchase program.

Common Stock Share Activity.

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

Issuance of Common Stock — 42,719

Balance, June 30, 2026 437 21,411,844

Shares Outstanding

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

Issuance of Common Stock — 21,099

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

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

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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 Court subsequently issued orders continuing the stays in both actions pending the outcome of the Tenth Circuit appeal.

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

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Share-Based Compensation Plans .

The Company has one equity-based compensation plan, the 2024 Equity Incentive Plan (the “2024 Plan”), which authorized 1,319,320 shares for issuance, subject to the adjustment and add-back provision of the 2024 Plan.

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 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.

The Company has one equity-based compensation plan, the Amended and Restated 2024 Equity Incentive Plan (the “A&R 2024 Plan”).

The 2024 Equity Incentive Plan (the “2024 Plan”) authorized 1,319,320 shares for issuance, subject to the adjustment and add-back provision of the 2024 Plan.

On May 13, 2026, the stockholders of the Company approved the A&R 2024 Plan, which increased the number of shares available under the 2024 Plan by an additional 750,000 shares.

The A&R 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 June 30, 2026, 1,145,211 shares remain available for issuance under the A&R 2024 Plan.

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.

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The Company’s obligations under the EDC Plan change in conjunction with the performance of the participants’ investments, along with contributions to and withdrawals from the EDC Plan.

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 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.

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

For the quarter and year to date ended June 30, 2026, the Company had a gain on deferred compensation plan investments of $ 130 and $ 132 , respectively, and for the quarter and year to date ended June 30, 2025, the Company had a gain on deferred compensation plan investments of $ 92 and $ 48 , 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 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.

At June 30, 2026 and December 31, 2025, the EDC Plan investments were $ 1,983 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 June 30, 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 $ 1,812 and $ 1,651 at June 30, 2026 and December 31, 2025, respectively, and were included in other noncurrent liabilities on the Company’s Condensed Consolidated Balance Sheets.

Operating Segments

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

At June 30, 2026, the Company had three segments:

Branded Spirits, Distilling Solutions, and Ingredient Solutions.

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The following tables present summarized financial information for each segment:

Quarter Ended March 31, 2026

Quarter Ended June 30, 2026

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

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SG&A expense 7,945 717 763 10,812 20,237

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

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

Provision for credit loss 2,148 — — — 2,148

Impairment and other 751 — — — 751

Operating income (loss) $ 15,206 $ 10,585 $ 2,696 $ ( 10,835 ) $ 17,652

Depreciation and amortization $ 2,144 $ 1,767 $ 2,119 $ 356 $ 6,386

Quarter Ended March 31, 2025

Quarter Ended June 30, 2025

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

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Change in fair value of contingent consideration 8,000 — — — 8,000

Operating income $ ( 9,146 ) $ 17,882 $ 1,008 $ ( 10,491 ) $ ( 747 )

Operating income (loss) $ 8,737 $ 17,741 $ 6,290 $ ( 12,450 ) $ 20,318

Depreciation and amortization $ 2,145 $ 2,025 $ 1,307 $ 353 $ 5,830

Year to Date Ended June 30, 2026

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

Sales $ 103,867 $ 57,220 $ 69,697 $ — $ 230,784

Cost of Goods Sold 51,135 37,293 62,303 — 150,731

Gross Profit 52,732 19,927 7,394 — 80,053

Advertising and promotion expense 11,558 86 122 108 11,874

SG&A expense 15,915 1,421 1,635 22,332 41,303

Provision for credit loss 2,148 — — — 2,148

Impairment and other 180,277 — — — 180,277

Operating income (loss) $ ( 157,166 ) $ 18,420 $ 5,637 $ ( 22,440 ) $ ( 155,549 )

Depreciation and amortization $ 4,303 $ 3,565 $ 4,077 $ 706 $ 12,651

Year to Date Ended June 30, 2025

Branded Spirits Distilling Solutions Ingredient Solutions Corporate Total

Sales $ 108,747 $ 96,943 $ 61,457 $ — $ 267,147

Cost of Goods Sold 54,565 59,451 51,414 — 165,430

Gross Profit 54,182 37,492 10,043 — 101,717

Advertising and promotion expense 13,922 431 651 81 15,085

SG&A expense 17,969 1,438 2,094 22,860 44,361

Change in fair value of contingent consideration 22,700 — — — 22,700

Operating income (loss) $ ( 409 ) $ 35,623 $ 7,298 $ ( 22,941 ) $ 19,571

Depreciation and amortization $ 4,285 $ 4,080 $ 2,578 $ 695 $ 11,638

The following table allocates assets to each segment as of:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Identifiable Assets

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Subsequent Events

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.

Allowance for Credit Losses.

On July 26, 2026, one of the Company’s significant customers filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code.

As a result, the Company recognized an allowance for credit loss of $ 2,148 on the Condensed Consolidated Balance Sheet as of June 30, 2026 and in provision for credit loss on the Condensed Consolidated Statements of Income (Loss) for the quarter and year to date ended June 30, 2026.

The allowance for credit loss was recorded within the Branded Spirits segment.

The Company evaluates its credit losses periodically and as circumstances warrant which may result in changes to the credit loss allowance.

The Company is evaluating the impact of the bankruptcy on future sales and cash collections, and the ultimate amount recoverable may differ from current estimates.

On July 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 August 28, 2026 to stockholders of record and certain RSU holders as of August 14, 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