MGPI (MGPI) legal & HR chief awarded 5,609 performance stock units

Rhea-AI Filing Summary

Molamphy Kathleen Susan reported acquisition or exercise transactions in this Form 4 filing.

MGP Ingredients' Chief Legal and HR Officer Kathleen Susan Molamphy received an equity award in the form of 5,609 performance stock units. These units were granted at no cash cost per unit after the compensation committee certified that the performance goals for the award were achieved on February 23, 2026.

The award remains subject to a time-based vesting requirement and is scheduled to vest on February 20, 2028. Following this grant, Molamphy's directly held equity consists of 12,922 units of common stock-based awards, including 7,313 restricted stock units and the 5,609 performance stock units tied to this certification.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Molamphy Kathleen Susan

Role Chief Legal and HR Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,609	$0.00	--

Holdings After Transaction: Common Stock — 12,922 shares (Direct)

Footnotes (1)

1. Represents a performance stock unit award. The Issuer's Human Resources and Compensation Committee certified the achievement of the award's performance goals on February 23, 2026. The award remains subject to a time-based vesting requirement and will vest on February 20, 2028. Includes 7,313 restricted stock units and 5,609 performance stock units described in Footnote 1.

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^*

Molamphy Kathleen Susan

(Last) (First) (Middle)

C/O MGP INGREDIENTS, INC.

100 COMMERCIAL STREET

(Street)

ATCHISON KS 66002

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal and HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		A		5,609(1)	A	$0	12,922(2)	D

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. Represents a performance stock unit award. The Issuer's Human Resources and Compensation Committee certified the achievement of the award's performance goals on February 23, 2026. The award remains subject to a time-based vesting requirement and will vest on February 20, 2028.

2. Includes 7,313 restricted stock units and 5,609 performance stock units described in Footnote 1.

Remarks:

	/s/ Zoe Vantzos, Attorney-in-fact for Kathleen Molamphy	02/25/2026
	** 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.

FAQ

What insider transaction did MGPI’s Kathleen Molamphy report on this Form 4?

Kathleen Susan Molamphy reported acquiring 5,609 performance stock units in MGP Ingredients common stock. The award reflects certified achievement of performance goals and was granted with no cash price per unit, functioning as equity-based compensation rather than an open-market stock purchase.

How many MGP Ingredients shares or units does Kathleen Molamphy hold after this award?

After this award, Kathleen Molamphy directly holds 12,922 common stock-based units in MGP Ingredients. This total includes 7,313 restricted stock units and 5,609 performance stock units linked to the newly certified performance award, as detailed in the Form 4 footnotes.

What are the key vesting terms for Kathleen Molamphy’s new MGPI performance stock units?

The 5,609 performance stock units remain subject to time-based vesting and will vest on February 20, 2028. Performance goals for the award have already been certified as achieved, so remaining risk relates to continued service until the specified vesting date.

Did Kathleen Molamphy pay cash for the 5,609 MGPI performance stock units?

No, the Form 4 lists the transaction price per share as 0.0000, indicating no cash outlay by Kathleen Molamphy. The units were granted as a performance-based equity award rather than purchased in the open market at a stated stock price.

What do the Form 4 footnotes say about Kathleen Molamphy’s MGPI awards?

The footnotes state the reported transaction represents a performance stock unit award with performance goals certified on February 23, 2026. They also clarify that Molamphy’s holdings include 7,313 restricted stock units and 5,609 performance stock units described in the performance award footnote.

When were the performance goals for MGPI’s performance stock unit award certified?

The Human Resources and Compensation Committee certified achievement of the performance goals for the 5,609-unit award on February 23, 2026. After this certification, the award continues to be subject only to time-based vesting, with vesting scheduled for February 20, 2028, per the disclosure.