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  4. [Form 4] MGP INGREDIENTS INC Insider Trading Activity

MGP Ingredients 10% owner discloses MGPI stock sales via trust

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MGP Ingredients Inc. (MGPI) insider Caroline L. Kaplan, a reported 10% owner, disclosed a series of open-market sales of common stock indirectly held through the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan.

On 11/18/2025, the trust sold 29,834 shares at a weighted average price of $23.8469 and 166 shares at a weighted average price of $24.4934. On 11/19/2025, it sold 29,860 shares at a weighted average price of $23.2755 and 140 shares at a weighted average price of $23.8079. Each price reflects multiple trades within stated ranges, and full breakdowns are available upon request.

After these transactions, 530,958 shares held by the Lux 2005 Caroline Trust are reported as indirectly beneficially owned, with Kaplan able to be deemed to have sole voting and dispositive power over those shares, while disclaiming beneficial ownership beyond her pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Kaplan Caroline Lux
Role 10% Owner
Sold 60,000 shs ($1.41M)
Type Security Shares Price Value
Sale Common Stock 29,860 $23.2755 $695K
Sale Common Stock 140 $23.8079 $3K
Sale Common Stock 29,834 $23.8469 $711K
Sale Common Stock 166 $24.4934 $4K
Holdings After Transaction: Common Stock — 531,098 shares (Indirect, By Trust)
Footnotes (1)
  1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.46 to $24.45, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.475 to $24.565, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.80 to $23.795, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (3) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.805 to $23.82, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (4) to this Form 4. The shares in these transactions were sold by the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005, Caroline Lux Kaplan sole Trustee ("Lux 2005 Caroline Trust"). Following the completion of these sales, 530,958 shares beneficially owned by the Lux 2005 Caroline Trust are included in the aggregate indirect ownership of the reporting person. Accordingly, Caroline L. Kaplan may be deemed to hold sole voting and dispositive power with respect to all of the shares owned by the Lux 2005 Caroline Trust.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kaplan Caroline Lux
(Last) (First) (Middle)
C/O CHRIS ERBLICH, ESQ.
5060 NORTH 40TH STREET, SUITE 250
(Street)
PHOENIX AZ 85018
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/18/2025 S 29,834(1) D $23.8469 561,124 I By Trust(5)
Common Stock 11/18/2025 S 166(2) D $24.4934 560,958 I By Trust(5)
Common Stock 11/19/2025 S 29,860(3) D $23.2755 531,098 I By Trust(5)
Common Stock 11/19/2025 S 140(4) D $23.8079 530,958 I By Trust(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.46 to $24.45, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (1) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.475 to $24.565, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (2) to this Form 4.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.80 to $23.795, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (3) to this Form 4.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.805 to $23.82, inclusive. The reporting person undertakes to provide to MGP Ingredients Inc. (MGPI), any security holder of MGPI, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (4) to this Form 4.
5. The shares in these transactions were sold by the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan dated 9/16/2005, Caroline Lux Kaplan sole Trustee ("Lux 2005 Caroline Trust"). Following the completion of these sales, 530,958 shares beneficially owned by the Lux 2005 Caroline Trust are included in the aggregate indirect ownership of the reporting person. Accordingly, Caroline L. Kaplan may be deemed to hold sole voting and dispositive power with respect to all of the shares owned by the Lux 2005 Caroline Trust.
Remarks:
The Reporting Person may be deemed to be part of a group due to the entry by certain persons into a Shareholders Agreement dated April 1, 2021, as previously disclosed on the Reporting Person's Form 3/A filing with respect to MGPI dated October 7, 2021. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock reported herein, except to the extent of her pecuniary interest therein.
/s/ Caroline Lux Kaplan 11/20/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did MGPI report for Caroline L. Kaplan?

Caroline L. Kaplan, a reported 10% owner of MGP Ingredients Inc. (MGPI), reported several open-market sales of MGPI common stock indirectly held through the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan.

How many MGPI shares did the trust sell on 11/18/2025?

On 11/18/2025, the trust sold 29,834 shares at a weighted average price of $23.8469 and 166 shares at a weighted average price of $24.4934, in multiple trades within disclosed price ranges.

What MGPI share sales occurred on 11/19/2025?

On 11/19/2025, the trust sold 29,860 shares at a weighted average price of $23.2755 and 140 shares at a weighted average price of $23.8079, each based on multiple trades within specified price ranges.

How many MGPI shares does the Lux 2005 Caroline Trust report after these trades?

Following the reported sales, 530,958 shares of MGPI common stock held by the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan are included in the aggregate indirect beneficial ownership reported for Caroline L. Kaplan.

What authority does Caroline L. Kaplan have over the trusts MGPI shares?

The filing states that Caroline L. Kaplan may be deemed to hold sole voting and dispositive power over all MGPI shares owned by the Lux 2005 Caroline Trust, while she disclaims beneficial ownership except to the extent of her pecuniary interest.

Are detailed MGPI trade prices available for these insider sales?

Yes. For each group of trades, the reported price is a weighted average, and the reporting person undertakes to provide full information on the number of shares sold at each separate price within the stated ranges upon request.