What changed in this filing

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Item 9A. Controls and Procedures

2023-02-23 compared with 2022-02-24 · 18 added, 16 removed, 140 unchanged (20% of the section changed)

3 unchanged sentences

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

On April 1, 2021, we completed the merger with Luxco, Inc.

and its affiliated companies (“Luxco”).

We are currently integrating Luxco into our operations and internal control process and, pursuant to the Securities and Exchange Commission Staff interpretative guidance that assessment of a recently acquired business may be omitted from the scope of an assessment for a period not to exceed one year from the date of the Merger, the scope of our assessment of our internal controls over financial reporting at December 31, 2021 does not include Luxco.

REPORT ON INTERNAL CONTROLS

2 unchanged sentences

CHANGES IN INTERNAL CONTROLS

Except for internal controls related to integration activities associated with our merger with Luxco, there has been no change in the Company’s internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during 2021 that has materially affected, or is reasonably likely to materially affect MGP Ingredients, Inc.’s internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting required by Exchange Act Rule 13a-15 that occurred during 2022 that have materially affected, or are reasonably likely to materially affect MGP Ingredients, Inc.’s internal control over financial reporting.

OTHER INFORMATION

31 unchanged sentences

• Management’s Report on Internal Control over Financial Reporting.

• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Internal Control over Financial Reporting (Audit Firm ID 185 ).

• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements and Internal Control over Financial Reporting (Audit Firm:

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

• Consolidated Statements of Income – Years Ended December 31, 2022, 2021, and 2020.

22 unchanged sentences

2 to Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated May 14 , 2021 (Incorporated by reference to Exhibit 10.

1 of the Company’s Current Report on Form 8 -K filed Ma y 20 , 2021 (File number 000-17196))

and Wells Fargo Bank, National Association, dated May 14, 2021 (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 20, 2021 (File number 000-17196))

4.4 Amendment No.

3 to Credit Agreement between MGP Ingredients, Inc.

and Wells Fargo Bank, National Association, dated August 31, 2022 (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed November 3, 2022 (File number 000-17196))

4.5 Note Purchase and Private Shelf Agreement between MGP Ingredients, Inc., PGIM, Inc., and certain purchasers affiliated with PGIM, Inc., dated August 23, 2017 (Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on August 24, 2017 (File number 000-17196))

3 unchanged sentences

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

and certain noteholders affiliated with PGIM, Inc., dated January 25, 2021 ((Incorporated by reference to Exhibit 4 .

7 of the Company’s Annual Report on Form 10-K filed February 25, 2021 (File number 000-17196))

and certain noteholders affiliated with PGIM, Inc., dated January 25, 2021 ((Incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K filed February 25, 2021 (File number 000-17196))

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

8 unchanged sentences

10.1* The MGP Ingredients, Inc.

Short-Term Incentive Plan for years beginning January 1, 2022

Amended and Restated Short-Term Incentive Plan for years beginning January 1, 2022 (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed November 3, 2022 (File number 000-17196))

10.2* MGP Ingredients, Inc.

21 unchanged sentences

(Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed August 4, 2021 (File number 000-17196))

10.12* ** Amended and Restated Executive Severance Plan dated December 14, 2021

10.12* Amended and Restated Executive Severance Plan dated May 25, 2022 (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed August 4, 2022 (File number 000-17196))

10.13* Form of Agreement as to Award of Restricted Stock Units Granted Under the 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed May 5, 2021 (File number 000-17196))

10.14* Form of Agreement as to Award of Restricted Stock Units Granted Under the 2014 Equity Incentive Plan (cliff vesting)(Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 20, 2022 (File number 000-17196))

10.15* Form of Agreement as to Award of Restricted Stock Units Granted Under the 2014 Equity Incentive Plan (3-year pro rata vesting)(Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed December 20, 2022 (File number 000-17196))

10.16* Form of Amendment to Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed December 20, 2022 (File number 000-17196))

10.17* Letter agreement relating to additional severance benefits, dated June 27, 2022, between the Company and David Bratcher (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed June 30, 2022 (File number 000-17196))

10.18* Letter agreement, dated August 5, 2022, between the Company and David Dykstra (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed November 3, 2022 (File number 000-17196))

21** Subsidiaries of the Company

11 unchanged sentences

FORM 10-K SUMMARY

Pursuant to requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atchison, State of Kansas, on this 24th day of February, 2022.

MGP INGREDIENTS, INC.

13 unchanged sentences

Clark Director February 23, 2023

/s/ Anthony P.

Foglio Director February 24, 2022

/s/ Thomas A.

1 unchanged sentence

Donn Lux Director February 23, 2023

Michelson Director February 23, 2023

/s/ Lori L.S.

3 unchanged sentences

Karen Seaberg Director February 23, 2023

Jeannine Strandjord

Jeannine Strandjord Director February 24, 2022

Siwak Director February 23, 2023

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

What changed 10-K

Item 9A. Controls and Procedures