MGP Ingredients, Inc. furnished a press release announcing financial results for the third quarter 2025, which ended September 30, 2025. The company provided the release under Item 2.02 of Form 8‑K, and included it as Exhibit 99.1.
The information was furnished on October 29, 2025 and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference unless expressly stated. Common stock trades on the NASDAQ Global Select Market under the symbol MGPI.
Karen Seaberg, a director and reported >10% owner, disclosed amendments to redemption agreements affecting delivery timing of common stock tied to Cray MGP Holdings LP. She is sole manager of Cray Family Management, LLC, the general partner of Cray MGP Holdings LP. Two limited-partner redemption agreements that required delivery of an indeterminable number of "Future Closing Shares" were amended to move the final delivery date from September 5, 2025 to September 5, 2026. The share amounts to be delivered are calculated on the delivery date by dividing one-third of specified dollar pools ($18,126,832.39 and $18,124,909.32) by the last reported sales price on the fifth trading day before delivery. The Form 4 lists forward sale contract obligations and shows the reported holdings as indirect via Cray MGP Holdings LP.
MGP Ingredients, Inc. (MGPI) Schedule 13D/A Amendment No. 12 discloses ownership and amendments to prior redemption agreements by members of the Seaberg/Cray reporting group. Karen Seaberg and affiliated entities beneficially own 2,379,691 shares, representing 11.2% of the 21,292,736 shares outstanding (per the issuer's 6/30/2025 quarterly report). The filing breaks ownership into record holdings including 1,748,733 shares held by the Cray Partnership (8.2%), 283,569 shares held by the Seaberg Partnership (1.3%), trusts totaling 225,196 shares, and other shares held directly or in an IRA.
The filing reports that since formation the Cray Partnership sold 588,384 shares in open market transactions and the Seaberg Partnership sold 130,206 shares. It also amends the Redemption Agreements with two redeemed limited partners: the third installment delivery date was postponed from September 5, 2025 to September 5, 2026, with the final share amount to be determined by a formula using the trading market price five trading days before that date.
MGP Ingredients (MGPI) posted a sharp earnings contraction in Q2 25. Net sales fell 24 % YoY to $145.5 M as the core Distilling Solutions unit plunged 46 % on weaker brown-goods demand; Branded Spirits slipped 5 %, while Ingredient Solutions rose 5 %. Gross margin compressed 350 bp to 40.1 %, and operating income dropped 53 % to $20.3 M, pressured by an $8 M non-cash increase in Penelope Bourbon earn-out liability. Net income attributable to MGPI slid 55 % to $14.4 M ($0.67 EPS).
For the first six months, revenue declined 26 % to $267.1 M and EPS tumbled 78 % to $0.53 as operating income contracted 73 % and the effective tax rate rose to 30.5 %. Operating cash flow improved to $56.4 M (vs $29.6 M) but cash on hand decreased to $17.3 M after $32.2 M capex and $33.1 M net debt repayment.
Balance-sheet highlights: inventory expanded 4 % to $379.7 M, current contingent consideration jumped to $108 M, and total debt declined to $305.3 M. The company refinanced its revolver, boosting capacity to $500 M and extending maturity to 2030. A $0.12 dividend was declared (payable 8/29/25).
Key takeaways: 1) Distilling Solutions weakness is driving overall profit erosion; 2) cost discipline trimmed ad spend 41 %, partly offsetting margin loss; 3) increased earn-out liability signals strong Penelope sales but weighs on GAAP earnings; 4) liquidity remains solid with expanded credit lines, though rising inventories and litigation risk merit monitoring.