SCHEDULE: MGP Ingredients: Lux Family Group Updates Stake
Beneficial Ownership Update
An amendment to Schedule 13D reveals updated beneficial ownership percentages and recent share sales by the Lux family group in MGP Ingredients Inc.
Summary
- The Lux family and related trusts, collectively referred to as "Reporting Persons," beneficially own 4,585,970 shares, representing approximately 21.5% of MGP Ingredients Inc.'s outstanding common stock.
- The Reporting Persons, along with the Seaberg/Cray Shareholders, form a "group" under SEC Rule 13d-5, holding a combined shared voting power over 6,992,876 shares, or 32.8% of the outstanding common stock.
- The total outstanding shares of MGP Ingredients Inc. were 21,294,315 as of October 24, 2025.
- Michele Lux and Christopher E. Erblich are no longer considered Reporting Persons, as they were determined not to have beneficial ownership over any shares.
- PandoTree Trust Company, LLC changed its name to TFO Trust Company, LLC effective March 29, 2023.
- The Lux 2005 Caroline Trust sold a total of 60,000 shares on November 18 and 19, 2025, at weighted average prices ranging from $23.2755 to $24.4934 per share.
Sentiment
Score: 5
Explanation: This is a neutral informational filing regarding changes in beneficial ownership and group structure. The share sales are minor in the context of total holdings and do not indicate a strong positive or negative sentiment for the company's prospects.
Negatives
- The Lux 2005 Caroline Trust sold a total of 60,000 shares of common stock on November 18 and 19, 2025, indicating some divestment by a member of the significant shareholder group.
Future Outlook
No forward-looking statements or guidance are provided in this filing.
Industry Context
This filing primarily concerns changes in beneficial ownership and group reporting for a significant shareholder group, the Lux family, in MGP Ingredients Inc. It does not provide information directly related to broader industry trends or competitive landscape.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Reporting Person | Michele Lux | N/A | Prior to Amendment No. 2 filing (October 26, 2023) | Determined not to have beneficial ownership over any shares of Common Stock. |
| Reporting Person | Christopher E. Erblich | N/A | Prior to Amendment No. 2 filing (October 26, 2023) | Determined not to have beneficial ownership over any shares of Common Stock. |
| Sole Family Assets Trustee of Lux 2005 Paul Trust | Donn S. Lux | Paul S. Lux | N/A (change noted in this filing) | Change in trustee roles within the family trusts. |
| Sole Trustee of Lux 2005 Caroline Trust | Donn S. Lux | Caroline Lux Kaplan | N/A (change noted in this filing) | Change in trustee roles within the family trusts. |
| Co-Trustee of Children Trust | Donn S. Lux | Leslie Lux (now sole trustee) | N/A (change noted in this filing) | Change in trustee roles within the family trusts. |
| Trustee of Andrew Trust and Philip Trust | Paul S. Lux | N/A | N/A (change noted in this filing) | Change in trustee roles within the family trusts. |
| Co-Trustee of Lux 2005 Catherine Trust and CNL Trust | N/A | Catherine N. Lux | N/A (change noted in this filing) | Clarification of co-trustee role. |
| Co-Trustee of Lux 2005 Catherine Trust and CNL Trust | PandoTree Trust Company, LLC | TFO Trust Company, LLC | March 29, 2023 | Name change of the trust company. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Trustee Role Changes | Several changes in trustee roles for various Lux family trusts, including Donn S. Lux, Leslie Lux, Paul S. Lux, and Caroline Lux Kaplan assuming or relinquishing specific trustee responsibilities. | N/A (changes noted in this filing) | These changes primarily affect the internal administration and control of the Lux family's beneficial ownership of MGP Ingredients shares, rather than direct corporate governance of the Issuer itself. They clarify voting and dispositive powers within the family group. |
| Trust Company Name Change | PandoTree Trust Company, LLC changed its name to TFO Trust Company, LLC. | March 29, 2023 | This is an administrative change for a co-trustee of certain Lux family trusts and has no direct impact on the corporate governance of MGP Ingredients Inc. |
Related Party Transactions
- The filing references the existing Shareholders Agreement, dated April 1, 2021, among MGP Ingredients, Inc. and certain shareholders, which defines the group beneficial ownership.
Stakeholder Impact
- Shareholders: Clarifies the beneficial ownership structure and voting power of a significant shareholder group (Lux family and Seaberg/Cray Shareholders), which could influence future corporate actions or strategic decisions.
- Management: Donn S. Lux remains a director of the Issuer, maintaining a connection between the significant shareholder group and company leadership.
Key Dates
| Date | Description |
|---|---|
| January 22, 2021 | Date of the Agreement and Plan of Merger, under which 5,007,828 shares were initially acquired. |
| April 1, 2021 | Date of the Shareholders Agreement, forming the reporting group with Seaberg/Cray Shareholders. |
| March 29, 2023 | Effective date of the name change from PandoTree Trust Company, LLC to TFO Trust Company, LLC. |
| October 24, 2025 | Date as of which 21,294,315 shares of Common Stock were outstanding, as reported by the Issuer. |
| October 29, 2025 | Date the Issuer filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. |
| November 18, 2025 | Date of share sales by Lux 2005 Caroline Trust (29,834 shares at avg $23.8469 and 166 shares at avg $24.4934). |
| November 19, 2025 | Date of event which requires filing of this statement; also date of share sales by Lux 2005 Caroline Trust (29,860 shares at avg $23.2755 and 140 shares at avg $23.8079). |
| November 20, 2025 | Date Caroline Lux Kaplan filed Form 4 Statement of Changes in Beneficial Ownership reporting the recent sales. |
| November 21, 2025 | Date of signing for this Amendment No. 5 to Schedule 13D. |
Recommendation
holdThis filing is an administrative update to a Schedule 13D, detailing changes in beneficial ownership within a significant shareholder group and minor share sales. It does not contain information that would fundamentally alter the investment thesis for MGP Ingredients Inc. The Lux family remains a substantial shareholder, and the sales are not indicative of a major shift in their long-term view. Therefore, a 'hold' recommendation is appropriate as the core business fundamentals are not addressed.
Keywords
MGP Ingredients, MGPI, Schedule 13D, beneficial ownership, Lux family, Seaberg/Cray, common stock, shareholding, insider selling, corporate governance
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