CFO at MGP Ingredients (NASDAQ: MGPI) uses stock for tax withholding

Rhea-AI Filing Summary

MGP Ingredients CFO Brandon Gall reported two tax-related share dispositions under a Form 4. On February 14, 2026, he used 1,558 shares of common stock at $25.74 per share to cover tax withholding, and on February 16, 2026, he used another 2,438 shares at the same price for the same purpose. These are coded as tax-withholding dispositions, not open-market purchases or sales. Footnotes state that his holdings include combinations of common stock and restricted stock units.

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

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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^*

Gall Brandon

(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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		F		1,558	D	$25.74	54,648(1)	D
Common Stock	02/16/2026		F		2,438	D	$25.74	52,210(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 26,433 shares of common stock and 28,215 restricted stock units.

2. Represents 30,421 shares of common stock and 21,789 restricted stock units.

Remarks:

	/s/ Zoe Vantzos, Attorney-in-fact for Brandon Gall	02/18/2026
	** 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 transactions did MGPI CFO Brandon Gall report on this Form 4?

CFO Brandon Gall reported two tax-withholding dispositions of MGP Ingredients common stock. He used shares to satisfy tax obligations instead of making open-market trades, reflecting administrative equity award handling rather than discretionary buying or selling activity.

How many MGPI shares were disposed of for taxes by the CFO and at what price?

Brandon Gall disposed of 1,558 shares and 2,438 shares of MGP Ingredients common stock, both at $25.74 per share. These transactions were coded as tax-withholding, meaning shares were delivered to cover tax liabilities tied to equity awards.

Were the MGPI CFO’s Form 4 transactions open-market sales or tax withholding?

The transactions were tax-withholding dispositions, not open-market sales. The Form 4 uses transaction code F, described as payment of exercise price or tax liability by delivering securities, indicating an administrative settlement of taxes on equity compensation.

What position does Brandon Gall hold at MGP Ingredients (MGPI)?

Brandon Gall is the Chief Financial Officer (CFO) of MGP Ingredients. His Form 4 filing reflects transactions in company common stock tied to his role as an executive officer receiving and settling equity-based compensation using company shares.

What do the Form 4 footnotes reveal about the CFO’s MGPI holdings?

Footnotes state that reported holdings include both common stock and restricted stock units. One note shows 26,433 common shares and 28,215 restricted stock units, and another shows 30,421 common shares and 21,789 restricted stock units, clarifying the mix of vested and unvested equity.