SCHEDULE: MGP Ingredients: Lux Family Group Amends 13D Ownership
Schedule 13D Amendment
The Lux family and associated trusts updated their Schedule 13D filing for MGP Ingredients, Inc., detailing beneficial ownership of 31.4% of common stock, including a group with Seaberg/Cray Shareholders.
Summary
- This is Amendment No. 6 to the Schedule 13D for MGP Ingredients Inc. (Issuer).
- The Reporting Persons (Lux family trusts and individuals) beneficially own 4,585,970 shares, representing approximately 21.5% of the outstanding Common Stock.
- The total outstanding Common Stock is 21,294,315 shares as of October 24, 2025.
- The Reporting Persons are deemed members of a 'group' with the Seaberg/Cray Shareholders due to a Shareholders Agreement dated April 1, 2021.
- The Seaberg/Cray Shareholders beneficially own an additional 2,096,571 shares, or approximately 9.8% of the outstanding Common Stock.
- The aggregate amount beneficially owned by the group (Reporting Persons + Seaberg/Cray Shareholders) is 6,682,541 shares, representing 31.4% of the class.
- The Reporting Persons disclaim beneficial ownership of shares held by the Seaberg/Cray Shareholders.
- Michele Lux and Christopher E. Erblich are no longer considered Reporting Persons.
- PandoTree Trust Company, LLC changed its name to TFO Trust Company, LLC effective March 29, 2023.
- Donn S. Lux is a director of the Issuer and a private investor.
- Caroline Lux Kaplan, through the Lux 2005 Caroline Trust, sold a total of 59,900 shares on November 18 and November 19, 2025, at weighted average prices of $23.8469 and $23.2755, respectively.
Sentiment
Score: 5
Explanation: Neutral. The filing clarifies beneficial ownership and group structure, which is a standard disclosure. The insider selling by one trust is a minor negative, but not indicative of overall company performance or a significant shift in sentiment.
Positives
- Increased transparency regarding the beneficial ownership structure of a significant shareholder group.
Negatives
- The Lux 2005 Caroline Trust, associated with Caroline Lux Kaplan, sold a total of 59,900 shares of Common Stock in November 2025, which could be interpreted as a reduction in exposure by a related party.
Risks
- Potential for divergent interests within the 'group' of shareholders, despite the Shareholders Agreement, which could impact corporate decisions.
- Large block sales by significant shareholders, such as those reported by the Lux 2005 Caroline Trust, could put downward pressure on the stock price if perceived negatively by the market.
Future Outlook
No specific future outlook or guidance is provided in this filing, which primarily focuses on beneficial ownership disclosures.
Industry Context
This filing primarily concerns internal ownership structure and does not provide broader industry context or trends for MGP Ingredients, Inc.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Reporting Persons | Michele Lux and Christopher E. Erblich | As previously disclosed in Amendment No. 2 | No longer considered Reporting Persons due to beneficial ownership determination based on majority vote requirements for trust decisions. | |
| Trustee roles | Donn S. Lux (sole family assets trustee of Lux 2005 Paul Trust, sole trustee of Lux 2005 Caroline Trust, co-trustee of Children Trust) | Changes in trustee responsibilities and beneficial ownership determination. | ||
| Trustee roles | Paul S. Lux (trustee of Andrew Trust and Philip Trust) | No longer a trustee of the Andrew Trust and the Philip Trust. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trustee Roles and Beneficial Ownership Clarification | Donn S. Lux's trustee roles have changed, and Paul S. Lux is no longer a trustee for certain trusts. Michele Lux and Christopher E. Erblich are no longer considered Reporting Persons due to changes in beneficial ownership determination based on majority vote requirements for trust decisions. The name of PandoTree Trust Company, LLC was changed to TFO Trust Company, LLC. | March 29, 2023 (for name change); other changes are as of the filing date or previously disclosed. | Clarifies the beneficial ownership and voting power structure within the Lux family trusts, potentially streamlining decision-making or reflecting a redistribution of control within the family's holdings. The name change is administrative. |
Related Party Transactions
- The filing details beneficial ownership among various Lux family trusts and individuals, who are inherently related parties.
- The initial acquisition of shares by Reporting Persons was pursuant to an Agreement and Plan of Merger dated January 22, 2021, involving the Issuer and Luxco Group Holdings, Inc. and its shareholders.
- The Shareholders Agreement dated April 1, 2021, establishes a 'group' relationship between the Reporting Persons and the Seaberg/Cray Shareholders, influencing shared voting power.
Stakeholder Impact
- Shareholders: Provides updated information on the beneficial ownership structure of a significant shareholder group, offering transparency into potential voting power dynamics. The reported insider sales by one trust may be noted by investors.
- Management: Donn S. Lux remains a director of the Issuer, indicating continued influence from the Lux family within the company's governance.
Key Dates
| Date | Description |
|---|---|
| January 22, 2021 | Date of Agreement and Plan of Merger. |
| April 1, 2021 | Date of Shareholders Agreement and Registration Rights Agreement. |
| March 29, 2023 | PandoTree Trust Company, LLC changed its name to TFO Trust Company, LLC. |
| October 26, 2023 | Amendment No. 2 to Schedule 13D filed. |
| September 11, 2024 | Amendment No. 3 to Schedule 13D filed. |
| April 2, 2025 | Amendment No. 4 to Schedule 13D filed. |
| May 2, 2025 | Form 4 Statement of Changes in Beneficial Ownership filed by Lori S. Mingus. |
| October 24, 2025 | Date as of which 21,294,315 shares of Common Stock were outstanding. |
| October 29, 2025 | Issuer filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. |
| November 18, 2025 | Lux 2005 Caroline Trust sold 29,834 shares and 166 shares of Common Stock. |
| November 19, 2025 | Lux 2005 Caroline Trust sold 29,860 shares and 140 shares of Common Stock. |
| November 20, 2025 | Form 4 Statement of Changes in Beneficial Ownership filed by Caroline Lux Kaplan reporting sales. |
| November 21, 2025 | Amendment No. 5 to Schedule 13D filed. |
| December 10, 2025 | Form 4 Statement of Changes in Beneficial Ownership filed by Karen Seaberg. |
| December 10, 2025 | Date of Event Which Requires Filing of This Statement. |
| December 11, 2025 | Form 13D/A, Amendment No. 13 filed by Seaberg/Cray Shareholders (other than Lori S. Mingus). |
| December 12, 2025 | Date of signatures on this Amendment No. 6. |
Recommendation
holdThis filing primarily updates beneficial ownership information and clarifies the composition of a significant shareholder group. While there were some insider sales reported by one trust, they are not substantial enough to warrant a 'sell' recommendation, nor is there new information to suggest a 'buy.' The overall ownership structure remains largely stable, supporting a 'hold' position for existing investors as there are no material changes to the company's operational or financial outlook.
Keywords
MGP Ingredients, MGPI, Schedule 13D, beneficial ownership, Lux family, Seaberg/Cray Shareholders, shareholder group, common stock, SEC filing, corporate governance, insider selling
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