SCHEDULE: MGP Ingredients Insider Group Reduces Stake

A group of beneficial owners, including Karen Seaberg, has significantly reduced its holdings in MGP Ingredients, Inc. through open market sales and redemptions.

Summary

• Karen Seaberg and associated entities (the "Reporting Persons") filed Amendment No. 13 to their Schedule 13D, updating their beneficial ownership in MGP Ingredients, Inc. (MGPI).
• The Cray Partnership, an entity associated with the Reporting Persons, sold 588,384 shares of Common Stock in open market transactions and disposed of 235,950 shares through Redemption Agreements since its formation.
• As of December 11, 2025, the Cray Partnership owned 1,748,733 shares of Common Stock.
• The Seaberg Partnership, also associated with the Reporting Persons, sold 348,733 shares of Common Stock in open market transactions since its formation.
• As of December 11, 2025, the Seaberg Partnership owned 35,285 shares of Common Stock.
• Karen Seaberg's aggregate beneficial ownership is 2,069,356 shares, representing 9.7% of the class.
• Cray Family Management, LLC and Cray MGP Holdings, LP each beneficially own 1,748,733 shares, representing 8.2% of the class.
• Seaberg Family Management, Inc. and Seaberg MGP Holdings, LP each beneficially own 35,285 shares, representing 0.2% of the class.
• The Laidacker M. Seaberg and Karen C. Seaberg Family Foundation beneficially owns 33,339 shares, representing 0.2% of the class.
• The percentage ownership is based on 21,294,315 shares outstanding as of October 24, 2025.
• Karen Seaberg also beneficially owns 293 shares of Preferred Stock, representing approximately 67% of the outstanding Preferred Stock, through the Karen Cray Seaberg Revocable Trust.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the significant insider selling reported by Karen Seaberg and associated entities. While not indicative of company operational performance, such sales by a major beneficial owner can signal a lack of confidence or a belief that the stock is overvalued, potentially leading to negative market perception.

Negatives

• Significant insider selling by Karen Seaberg and associated entities, including the Cray Partnership and Seaberg Partnership, indicates a reduction in their stake in MGP Ingredients, Inc.
• The Cray Partnership sold 588,384 shares in open market transactions and disposed of 235,950 shares via redemption agreements.
• The Seaberg Partnership sold 348,733 shares in open market transactions.
• Recent transactions (within the past 60 days) show multiple sales by various trusts and partnerships controlled by Karen Seaberg, totaling hundreds of thousands of shares at prices ranging from $23.87 to $26.62 per share.

Risks

• Potential negative investor sentiment due to significant insider selling by a major beneficial owner and associated entities, which could be interpreted as a lack of confidence in the company's future prospects or that the stock is fully valued.
• The reduction in beneficial ownership by a long-standing insider group may signal a shift in their long-term investment strategy or a move to diversify their holdings.

Future Outlook

The filing does not provide any forward-looking statements or guidance from MGP Ingredients, Inc. It solely reports changes in beneficial ownership by an insider group.

Industry Context

This filing primarily reflects a change in the ownership structure by a significant insider group rather than operational or strategic updates from MGP Ingredients, Inc. Insider selling, especially by a long-term holder, can sometimes be interpreted by the market as a signal regarding the company's valuation or future prospects, potentially influencing investor sentiment within the broader industry context.

Related Party Transactions

• The Cray Partnership disposed of 235,950 shares of Common Stock pursuant to Redemption Agreements, including those dated June 7, 2023, and amended on August 20, 2025, involving Cray MGP Holdings, LP, Cray Family Management, LLC, and certain family trusts (Susan Robbins Descendant's Trust and Cathy Scroggs Descendant's Trust). These are transactions between entities controlled by the reporting persons and the company.

Stakeholder Impact

• Shareholders may interpret the insider selling as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
• The continued influence of the Seaberg/Cray family group, despite reduced holdings, remains significant given Karen Seaberg's substantial beneficial ownership and control over preferred stock.

Key Dates

Recommendation

The filing indicates significant insider selling by a major beneficial owner and associated entities. While this is a negative signal, it does not necessarily imply fundamental deterioration of the company. A seasoned investor would likely place a 'hold' recommendation, advising caution and further monitoring of company performance and market sentiment, rather than an immediate 'sell' unless other negative factors are present. The selling suggests insiders may view the stock as fully valued, but it's not a definitive 'sell' signal without more context on company fundamentals or strategic shifts.

Keywords

MGP Ingredients, MGPI, Karen Seaberg, Schedule 13D, insider selling, beneficial ownership, stock sales, Cray Partnership, Seaberg Partnership