| (b) | The information set forth in the cover pages of this Amendment 12 is hereby incorporated by reference into this Item 5(b).
The amounts reported above include: 1,748,733 shares owned of record by the Cray Partnership, 283,569 shares owned of record by the Seaberg Partnership, 52,001 shares owned of record by the Lori A. Mingus GST Exempt Trust, 58,990 shares owned by the Melissa A. Huntington GST Exempt Trust, 114,205 shares owned of record by the Karen Cray Seaberg Revocable Trust (Karen Seaberg is the sole trustee of each of the foregoing trusts and has sole voting and investment power over shares owned by the trusts), and 39,139 shares owned of record by the Seaberg Family Foundation. Karen Seaberg is president and a member of the board of directors of Seaberg Family Foundation. Karen Seaberg does not have a pecuniary interest in the shares held by the Seaberg Family Foundation. The remaining shares are owned by Ms. Seaberg either directly or through her individual retirement account. Cray Management is the general partner of the Cray Partnership. Ms. Seaberg is the sole manager of Cray Management and in such capacity has sole power to vote and dispose of the shares owned by the Cray Partnership. Karen Seaberg disclaims any Section 16 beneficial ownership in the shares held by Cray Partnership except to the extent of her pecuniary interest therein. Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is president and a member of the board of directors of Seaberg Management and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management. Ms. Seaberg beneficially owns 293 shares of Preferred Stock that are owned of record by the Karen Cray Seaberg Revocable Trust, for which she serves as trustee, representing in the aggregate approximately 67% of the outstanding Preferred Stock.
1,748,733 shares shown above are owned of record by the Cray Partnership. Cray Management is the general partner of the Cray Partnership. Karen Seaberg is the sole manager of Cray Management and in such capacity has sole power to vote and dispose of the shares owned by the Cray Partnership. Karen Seaberg disclaims any Section 16 beneficial ownership in the shares held by Cray Partnership except to the extent of her pecuniary interest therein.
283,569 shares shown above are owned of record by the Seaberg Partnership. Seaberg Management is the general partner of the Seaberg Partnership. Karen Seaberg is president and a member of the board of directors of Seaberg Management and her daughters, Lori Mingus and Melissa Huntington, are the remaining two members of the board of directors of Seaberg Management.
39,139 shares shown above are owned of record by the Laidacker M. Seaberg and Karen C. Seaberg Family Foundation (the "Seaberg Family Foundation"). Karen Seaberg is the president and a member of the board of directors of the Seaberg Family Foundation and in such capacity has power to vote and dispose of the shares owned by the Seaberg Family Foundation. Karen Seaberg does not have a pecuniary interest in the shares held by the Seaberg Family Foundation. |
| | The information previously provided as the third paragraph of Item 6 is hereby amended and restated by replacing the text thereof in its entirety with the following:
On June 7, 2023, the Cray Partnership and Cray Management entered into separate redemption agreements (the "Redemption Agreements") with the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (the "Robbins Non-Exempt Trust") and the Cathy Scroggs Descendant's Trust established under Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (the "Scroggs Non-Exempt Trust" and, together with the Robbins Non-Exempt Trust, the "Redeemed Limited Partners"), respectively. Pursuant to the Redemption Agreements, on September 5, 2023, the Robbins Non-Exempt Trust and the Scroggs Non-Exempt Trust each delivered, and the Cray Partnership accepted for cancellation, their respective 9.4260% and 9.4250% limited partnership interests in the Cray Partnership for the right to value equal to, in the case of the Robbins Non-Exempt Trust, $18,126,832.39 (the "Robbins Redemption Price") and in the case of the Scroggs Non-Exempt Trust, $18,124,909.32 (the "Scroggs Redemption Price" and, in each case, the "Redemption Price"). The respective Redemption Agreements required the Redemption Price for each Redeemed Limited Partner to be delivered in three installments as described below:
On September 5, 2023, the Cray Partnership delivered an aggregate of 101,683 shares of Common Stock to the Redeemed Limited Partners. On September 5, 2024, the Cray Partnership delivered an aggregate of 134,267 shares of Common Stock to the Redeemed Limited Partners.
On August 20, 2025, the Cray Partnership and Cray Management entered into separate amendments (the "Amendments") with each of the Redeemed Limited Partners with respect to their respective Redemption Agreements. Pursuant to the Amendments, the parties agreed to change the third delivery date under each Redemption Agreement from September 5, 2025 to September 5, 2026. On September 5, 2026 (the "New Third Closing Date"), the Cray Partnership shall deliver to each Redeemed Limited Partner such number of shares of Common Stock equal to the quotient obtained by dividing (i) the Closing Consideration Installment by (ii) the last reported sales price for shares of Common Stock on the principal Trading Market (as defined in the Redemption Agreement) on the Trading Day (as defined in the Redemption Agreement) that is five Trading Days prior to the New Third Closing Date. |
| | 99.1 Agreement and Plan of Merger, dated as of January 22, 2021, by and among MGP Ingredients, Inc., London HoldCo, Inc., Luxco Group Holdings, Inc., LRD Holdings LLC, LDL Holdings DE, LLC, KY Limestone Holdings LLC, upon signing a joinder agreement, the shareholders of London HoldCo, Inc., and Donn Lux, as Sellers' Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MGP Ingredients, Inc. on January 25, 2021).
99.2 Action by Written Consent of the Majority Preferred Stockholder of MGP Ingredients, Inc., dated as of January 22, 2021 (incorporated by reference to Exhibit 99.2 to Amendment No. 5 to this Schedule 13D).
99.3 Shareholders Agreement, dated as of April 1, 2021, by and among MGP Ingredients, Inc. and certain shareholders of MGP Ingredients, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by MGP Ingredients, Inc. on April 1, 2021).
99.4 Amended and Restated Joint Filing Agreement (incorporated by reference to Exhibit 99.4 to Amendment No. 9 to this Schedule 13D).
99.5* Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (incorporated by reference to Exhibit 99.5 to Amendment No. 8 to this Schedule 13D).
99.6* Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Cathy Scroggs Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended (incorporated by reference to Exhibit 99.6 to Amendment No. 8 to this Schedule 13D).
99.7 First Amendment to Redemption Agreement, dated as of August 20, 2025, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended, to the Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Susan Robbins Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended
99.8 First Amendment to Redemption Agreement, dated as of August 20, 2025, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Cathy Scroggs Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended, to the Redemption Agreement, dated as of June 7, 2023, by and among Cray MGP Holdings, LP, Cray Family Management, LLC, and the Cathy Scroggs s Descendant's Trust established under the Cloud L. Cray, Jr., Family Trust originally dated October 25, 1983, as amended
* This exhibit excludes certain schedules and attachments, which the Reporting Persons agree to furnish supplementally to the Securities and Exchange Commission or its staff upon request. |
