[Form 4] MGP Ingredients Inc Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Amendment extends delivery timeline for Future Closing Shares from September 5, 2025 to September 5, 2026, providing more time before settlement.
• Disclosure specifies the exact pricing formula used to calculate the number of shares to be delivered, showing transparency in how future share amounts will be determined.

Negative

• Obligation to deliver shares remains outstanding and could result in future dilution depending on market price at the five-trading-day lookback.
• Holdings are indirect through Cray MGP Holdings LP, which may obscure immediate beneficial ownership control or impact until delivery occurs.

Insights

Corporate Governance Expert

TL;DR: Amendment delays share delivery obligations by one year; ownership remains indirect via Cray MGP Holdings LP.

The amendment shifts the final delivery date for Future Closing Shares, extending the timing of an existing obligation. From a governance perspective, the disclosure clarifies the reporting persons relationship to the entity holding the obligations and the mechanics for determining the eventual share count. The Form 4 reports the instruments as forward sale contracts and lists the ownership as indirect through Cray MGP Holdings LP. This is a material contractual timing change but does not alter the formulaic method for computing shares or the fact that the obligation remains outstanding.

Securities/Transactions Analyst

TL;DR: Reporting shows structured redemption obligations with a clear pricing formula; transactions are recorded as derivative forward sale contracts.

The filing details forward sale contract positions tied to redemption agreements and notes that the number of shares to be delivered will be determined by dividing one-third of specified cash pools by the market price five trading days before delivery. The Form 4 entries are recorded as indirect holdings under Cray MGP Holdings LP and list zero presently deliverable shares following the reported transactions. This filing provides clear mechanics for future dilution timing and magnitude, though actual share counts depend on future market prices.

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
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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^*

Seaberg Karen

(Last) (First) (Middle)

20073 266TH ROAD

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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
Forward Sale Contract (Obligation to Sell)	(1)	08/20/2025		J/K(1)			1	09/05/2025	09/05/2025	Common Stock	(1)(2)	$0	0	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	08/20/2025		J/K(1)			1	09/05/2025	09/05/2025	Common Stock	(1)(3)	$0	0	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	08/20/2025		J/K(1)		1		09/05/2026	09/05/2026	Common Stock	(1)(2)	(1)	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	(1)	08/20/2025		J/K(1)		1		09/05/2026	09/05/2026	Common Stock	(1)(3)	(1)	1	I	By Cray MGP Holdings LP

Explanation of Responses:

1. The reporting person is the sole manager of Cray Family Management, LLC ("Cray Management"), which is the general partner of Cray MGP Holdings, LP. On June 7, 2023, Cray MGP Holdings LP and Cray Management entered into separate redemption agreements with two of the limited partners of Cray MGP Holdings, LP. Among other things, each agreement obligated Cray MGP Holdings, LP to deliver to the respective redeemed limited partner an indeterminable number of shares of the Issuer's common stock (the "Future Closing Shares") on September 5, 2025 (the "Final Delivery Date"). On August 20, 2025, Cray MGP Holdings LP, Cray Management and the aforementioned limited partners of Cray MGP Holdings, LP entered into amendments to their respective redemption agreements dated as of June 7, 2023, pursuant to which the parties agreed to change the Final Delivery Date from September 5, 2025 to September 5, 2026.

2. The number of Future Closing Shares deliverable to this redeemed limited partner on the delivery date is determined by dividing one-third of $18,126,832.39 by the last reported sales price on the fifth trading day immediately prior to the delivery date.

3. The number of Future Closing Shares deliverable to this redeemed limited partner on the delivery date is determined by dividing one-third of $18,124,909.32 by the last reported sales price on the fifth trading day immediately prior to the delivery date.

Remarks:

	/s/ Karen Seaberg	08/21/2025
	** 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.

FAQ

What did the Form 4 for MGPI disclose about Karen Seabergs holdings?

The Form 4 discloses amendments to redemption agreements and forward sale contract obligations held indirectly via Cray MGP Holdings LP; the filing shows indirect beneficial ownership and formulas for future share delivery.

How will the number of Future Closing Shares be determined?

The number is calculated on the delivery date by dividing one-third of the specified dollar amounts ($18,126,832.39 and $18,124,909.32) by the last reported sales price on the fifth trading day prior to delivery.

When is the new final delivery date for the Future Closing Shares?

The final delivery date was amended to September 5, 2026.

Does the Form 4 show any immediate change in share ownership following the transactions?

The reported entries reflect forward sale contract obligations and indicate zero shares beneficially owned following the reported transactions, with ownership categorized as indirect.

What is Karen Seabergs relationship to the reporting entity?

She is the sole manager of Cray Family Management, LLC, the general partner of Cray MGP Holdings LP, and is identified as a director and greater-than-10% owner of the issuer.