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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-22 · 37 added, 25 removed, 141 unchanged (31% of the section changed)

1 unchanged sentence

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2023, our Chief Executive Officer and Chief Financial Officer have each reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)).

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 our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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

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

REPORT ON INTERNAL CONTROLS

4 unchanged sentences

OTHER INFORMATION

During the year ended December 31, 2023, none of our directors or officers adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) of Regulation S-K).

Director and Officer Trading Arrangements .

On December 3, 2024, Karen L.

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

On December 3, 2024, Lori S.

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

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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

5 unchanged sentences

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

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

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

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

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

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

29 unchanged sentences

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

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

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

3.1.1 Amended Articles of Incorporation of MGP Ingredients, Inc.

2 unchanged sentences

3.2 Amended and Restated Bylaws of MGP Ingredients, Inc.

dated February 22, 2017 (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed February 28, 2017 )

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

2 of Amendment N o .

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

4.1 Credit Agreement between MGP Ingredients, Inc.

32 unchanged sentences

10.3+ MGP Ingredients, Inc.

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

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

10.4+ M GP Ingredients, Inc.

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

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

17 unchanged sentences

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

Consulting Agreement dated as of April 15, 2021 between MGP Ingredients, Inc.

and David Rindom (Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed August 4, 2021)

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

6 unchanged sentences

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)

Form of Agreement as to Award of Restricted Stock Units Granted Under the 2014 Equity Incentive Plan (3-year pro rata vesting)

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

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

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)

Letter agreement, dated August 1, 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)

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

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

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

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

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

19 I n sider Trading Policy

21* Subsidiaries of the Company

1 unchanged sentence

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

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

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

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

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

Compensation Clawback Policy for Section 16 Officers

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

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

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

101 The following financial information from MGP Ingredients, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:

8 unchanged sentences

February 26, 2025

By /s/ David S.

Bratcher, Chief Executive Officer and President (Principal Executive Officer)

February 22, 2024

By /s/ Brandon M.

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

Gall, Interim President and Chief Executive Officer;

Vice President, Finance and Chief Financial Officer

POWER OF ATTORNEY

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

Bratcher and Brandon M.

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

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities indicated on February 26, 2025 .

Name Title Date

Bratcher Chief Executive Officer and President (Principal Executive Officer) and Director

February 22, 2024

/s/ Brandon M.

Gall Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 22, 2024

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

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

February 26, 2025

Clark Director February 26, 2025

10 unchanged sentences

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