MGP Ingredients (NASDAQ: MGPI) CEO joins board as bylaws are revised

Rhea-AI Filing Summary

MGP Ingredients, Inc. reports changes to its board and bylaws. On December 11, 2025, director Karen Seaberg notified the company of her retirement from the board, effective at the end of the day on December 14, 2025.

On December 14, 2025, the holders of preferred stock, acting by written consent, elected President and Chief Executive Officer Julie Francis as a Group B director to fill the vacancy, effective December 15, 2025. She will not receive additional compensation for board service, and the board expects to nominate her for election at the 2026 annual meeting of stockholders.

Also on December 11, 2025, the board approved further amended and restated bylaws, effective immediately. The revisions allow common stockholders, as well as the board, to fill vacancies in Group A directors, require that Group B vacancies be filled only by preferred stockholders, and require that any written consent by preferred holders to fill a vacancy be signed by at least a majority of outstanding preferred shares entitled to elect Group B directors, along with other clarifying and conforming changes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2025

MGP Ingredients, Inc.

(Exact name of registrant as specified in its charter)

Kansas			0-17196			45-4082531
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

Cray Business Plaza

100 Commercial Street

Box 130

Atchison, Kansas 66002

(Address of principal executive offices) (Zip Code)

(913) 367-1480

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, no par value			MGPI			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 11, 2025, Karen Seaberg, a Group B director on the Board of Directors (the “Board”) of MGP Ingredients, Inc. (the “Company”) gave notice of her intention to retire from the Board, which was effective at the end of the day on December 14, 2025.

On December 14, 2025, the holders of the Company’s preferred stock, acting by written consent, elected Julie Francis, the Company’s President and Chief Executive Officer, to serve as a Group B director to fill the vacancy created by Ms. Seaberg’s retirement, effective December 15, 2025. Ms. Francis will not receive any additional compensation for her service on the Board. The Board expects to nominate Ms. Francis for election to serve as a director in connection with the Company’s 2026 annual meeting of stockholders.

A press release announcing these director changes is attached as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 11, 2025, the Board approved the further amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately.

The Amended and Restated Bylaws:

•permit the holders of the Company’s common stock to fill vacancies in the Group A directors, in addition to the ability of the Board to fill such vacancies, and provide that any vacancy in the Group B directors can be filled only by the holders of the Company’s preferred stock;

•provide that any action taken by the holders of the Company’s preferred stock by action without a meeting to fill a vacancy must be signed by holders of at least a majority of the outstanding shares of preferred stock entitled to elect Group B directors; and

•make other clarifying and conforming changes.

The Amended and Restated Bylaws are filed as Exhibit 3.2 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
3.2						Amended and Restated Bylaws of MGP Ingredients, Inc. dated December 11, 2025
99.1						Press release dated December 16, 2025
104						The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        MGP INGREDIENTS, INC.

Date: December 16, 2025			By:			/s/ Brandon M. Gall
						Brandon M. Gall, Chief Financial Officer

FAQ

What board changes did MGP Ingredients (MGPI) disclose?

MGP Ingredients reported that Karen Seaberg, a Group B director, gave notice of her intention to retire from the board on December 11, 2025, with her retirement effective at the end of the day on December 14, 2025. The preferred stockholders then elected Julie Francis, the company’s President and Chief Executive Officer, as a Group B director to fill the vacancy, effective December 15, 2025.

Who is Julie Francis and what new role did she take at MGPI?

Julie Francis is the President and Chief Executive Officer of MGP Ingredients. The holders of the company’s preferred stock, acting by written consent on December 14, 2025, elected her as a Group B director to fill the vacancy created by Karen Seaberg’s retirement, with her board service effective December 15, 2025. The board expects to nominate her for election as a director at the company’s 2026 annual meeting of stockholders.

Will Julie Francis receive additional compensation for serving on the MGP Ingredients board?

No. The company disclosed that Julie Francis will not receive any additional compensation for her service on the board beyond her existing compensation as President and Chief Executive Officer.

How did MGP Ingredients amend its bylaws regarding director vacancies?

The amended and restated bylaws now permit holders of common stock to fill vacancies in Group A directors in addition to the board’s ability to do so. They also provide that any vacancy in Group B directors can be filled only by holders of preferred stock. In addition, any action by preferred holders without a meeting to fill a vacancy must be signed by holders of at least a majority of outstanding preferred shares entitled to elect Group B directors.

When did the amended and restated bylaws of MGP Ingredients become effective?

The board approved the further amendment and restatement of the company’s amended and restated bylaws on December 11, 2025, and this action was disclosed as being effective immediately on that date.

Which exhibits related to these changes did MGP Ingredients file?

MGP Ingredients filed the Amended and Restated Bylaws as Exhibit 3.2, dated December 11, 2025, and a press release announcing the director changes as Exhibit 99.1, dated December 16, 2025. The cover page formatted in Inline XBRL was filed as Exhibit 104.