MGP Ingredients (MGPI) major shareholder trust sells 60,000 common shares

Rhea-AI Filing Summary

MGP Ingredients Inc major shareholder Caroline Lux Kaplan reported two open-market sales of company common stock held indirectly through a trust. On May 26, 2026, the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan sold 30,000 shares at a weighted average price of $17.8225 per share. On May 27, 2026, the same trust sold another 30,000 shares at a weighted average price of $18.1791 per share, for total reported sales of 60,000 shares. Following these transactions, the trust beneficially owns 470,958 shares of MGP Ingredients common stock, over which Kaplan, as sole trustee, may be deemed to have sole voting and dispositive power.

Insights

Insider transactions analyst

Major shareholder trust reports routine open-market sales totaling 60,000 MGPI shares.

The filing shows Caroline Lux Kaplan, a more than ten percent owner, reporting two open-market sales of MGP Ingredients common stock. The transactions, on May 26, 2026 and May 27, 2026, total 60,000 shares sold indirectly via a trust.

The shares were sold by the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan, with weighted average prices of $17.8225 and $18.1791 per share across multiple trades in narrow price ranges. After the sales, the trust still beneficially owns 470,958 shares, and Kaplan may be deemed to have sole voting and dispositive power.

These transactions are classic open-market sales with no derivatives exercised and no indication of a Rule 10b5-1 trading plan in the excerpt. The net effect is a modest reduction in the position held through the trust while maintaining a substantial remaining stake disclosed in this filing.

Insider Trade Summary

Net Seller: 60,000 shares ($1,080,048)

Net Sell 2 txns

Insider Kaplan Caroline Lux

Role null

Sold 60,000 shs ($1.08M)

Type	Security	Shares	Price	Value
Sale	Common Stock	30,000	$18.1791	$545K
Sale	Common Stock	30,000	$17.8225	$535K

Holdings After Transaction: Common Stock — 470,958 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 $17.715 per share to $18.02 per share, 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 $17.935 per share to $18.395 per share, 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 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, 470,958 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.

Key Figures

Shares sold May 26, 2026: 30,000 shares Price May 26, 2026: $17.8225 per share Shares sold May 27, 2026: 30,000 shares +3 more

6 metrics

Shares sold May 26, 2026 30,000 shares Open-market sale at $17.8225 weighted average

Price May 26, 2026 $17.8225 per share Weighted average sale price across multiple trades

Shares sold May 27, 2026 30,000 shares Open-market sale at $18.1791 weighted average

Price May 27, 2026 $18.1791 per share Weighted average sale price across multiple trades

Total shares sold 60,000 shares Aggregate of two open-market sales

Shares held after sales 470,958 shares Indirect beneficial ownership via trust after transactions

Key Terms

open-market sale, indirect ownership, beneficially owned, dispositive power, +1 more

5 terms

open-market sale financial

"transaction_action is described as an open-market sale of common stock"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

indirect ownership financial

"total shares following each transaction are reported as indirect ownership by trust"

beneficially owned financial

"Following the completion of these sales, 470,958 shares beneficially owned by the Lux 2005 Caroline Trust"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

dispositive power financial

"Kaplan may be deemed to hold sole voting and dispositive power with respect to all of the shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

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 ARIZONA 85018

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/26/2026		S		30,000(1)	D	$17.8225	500,958	I	By Trust(3)
Common Stock	05/27/2026		S		30,000(2)	D	$18.1791	470,958	I	By Trust(3)

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 $17.715 per share to $18.02 per share, 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 $17.935 per share to $18.395 per share, 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 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, 470,958 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	05/28/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MGP Ingredients (MGPI) report for Caroline Lux Kaplan?

MGP Ingredients reported that major shareholder Caroline Lux Kaplan, through an irrevocable trust, sold 60,000 shares of common stock in two open-market transactions, reducing but not eliminating the trust’s stake while still reporting substantial indirect beneficial ownership.

How many MGPI shares did the Kaplan-related trust sell and at what prices?

The Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan sold 30,000 MGPI shares at a weighted average price of $17.8225 and another 30,000 shares at $18.1791, with each sale executed across multiple trades within narrow price ranges.

How many MGP Ingredients shares does the Kaplan trust hold after these sales?

Following the reported sales, the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan beneficially owns 470,958 shares of MGP Ingredients common stock, which are included in Caroline Lux Kaplan’s aggregate indirect ownership position in the company.

Does Caroline Lux Kaplan have voting power over the MGPI shares held by the trust?

Yes. The filing states that Caroline Lux Kaplan is the sole trustee of the Ann S. Lux 2005 Irrevocable Trust FBO Caroline Lux Kaplan and may be deemed to hold sole voting and dispositive power for all MGPI shares owned by the trust.

Were the MGPI insider sales made as a single trade or multiple trades?

Each day’s reported sale represents a weighted average price across multiple individual trades. The filing notes that shares were sold in numerous transactions within specified price ranges, and detailed breakdowns are available to security holders upon request.