Form 8-K

8-K — MGP INGREDIENTS INC

Accession: 0000835011-26-000101

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000835011

SIC: 5180 (WHOLESALE-BEER, WINE & DISTILLED ALCOHOLIC BEVERAGES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mgpi-20260729.htm (Primary)

EX-99.1 (mgpiq22026ex-991.htm)

GRAPHIC (picture1a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: mgpi-20260729.htm · Sequence: 1

mgpi-20260729

FALSE000083501100008350112026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

MGP Ingredients, Inc.

(Exact name of registrant as specified in its charter)

Kansas 0-17196 45-4082531

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification No.)

Cray Business Plaza

100 Commercial Street

Box 130

Atchison, Kansas 66002

(Address of principal executive offices) (Zip Code)

(913) 367-1480

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, no par value MGPI NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 29, 2026, MGP Ingredients, Inc. (the "Company") issued a press release relating to financial results for the second quarter 2026, which ended June 30, 2026. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press release dated July 29, 2026

104 The cover page from this Current Report on Form 8-K, formatted in iXBRL (Inline Extensible Business Reporting Language)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MGP INGREDIENTS, INC.

Date: July 29, 2026

By: /s/ Brandon M. Gall

Brandon M. Gall, Chief Financial Officer

EX-99.1

Filename: mgpiq22026ex-991.htm · Sequence: 2

Document

MGP Ingredients Reports Second Quarter 2026 Results

Company reaffirms full-year 2026 guidance and declares $0.12 quarterly dividend

ATCHISON, Kan., July 29, 2026 - MGP Ingredients, Inc. (Nasdaq: MGPI), a leading provider of branded and distilled spirits and food ingredient solutions, today reported results for the second quarter ended June 30, 2026. During the quarter, MGP executed against its strategic roadmap, and the company continued to strengthen and revamp its sales, marketing and supply chain functions, while adding specific capabilities to address new and existing growth opportunities. The company also continued to drive progress across the business, by eliminating waste, driving efficiencies and maximizing effectiveness through the implementation of its ownership cost management initiative.

Key Second Quarter Metrics

US$M, ex. per share

2026

2025

Consolidated sales

$124.4 $145.5

Gross profit

$46.5 $58.4

Gross margin

37.4% 40.1%

Net income

$12.0 $14.4

Adjusted net income

$15.8 $20.9

EPS, basic

$0.55 $0.67

Adjusted EPS, basic

$0.72 $0.97

Adjusted EBITDA

$27.6 $35.9

Capital expenditures, YTD

$6.4 $18.7

Net debt leverage ratio, as of 6.30.26

3.5x 1.8x

“I’m pleased with our second quarter results, as adjusted EBITDA and adjusted basic EPS came in ahead of our expectations. These results reflect continued momentum in our premium plus portfolio, led by Penelope Bourbon and Yellowstone, and an improvement in select mid- and value-priced brands. We also delivered sales growth in Ingredient Solutions, which reflects both continued strong customer demand and improvements in operational reliability,” said Julie Francis, president and CEO. “Our second quarter results are a reflection of our efforts to drive long-term growth across all three of our businesses and to deliver value creation, even as we continue to navigate a challenging industry backdrop. As we move through the second half of 2026, we will maintain our strategic roadmap and drive our key growth initiatives, while prioritizing our best opportunities for growth, taking decisive actions and executing with discipline.”

Consolidated Results

Second quarter 2026 versus prior year

–Sales and gross profit decreased by 15% and 20%, respectively, primarily due to expected declines in brown goods sales in Distilling Solutions, which were partially offset by higher Ingredient Solutions sales.

–While Branded Spirits and Distilling Solutions delivered gross margin improvement, consolidated gross margin declined ~270 basis points, as higher waste starch stream costs in Ingredient Solutions pressured profitability.

–Operating income decreased to $17.7 million, as growth in Branded Spirits was offset by expected

reductions in Distilling Solutions and Ingredient Solutions and was impacted by an increase in provision for credit loss related to a customer bankruptcy. On an adjusted basis, operating income decreased by 30% to $20.1 million.

–Adjusted EBITDA decreased 23% to $27.6 million.

–Advertising and promotion expenses decreased 18% to $5.7 million, primarily due to the timing of spend throughout the year, which has been aligned with the company’s strategic roadmap and focused on the most attractive growth opportunities.

–Selling, general and administrative expense declined 13%, while adjusted SG&A decreased 19% and represented 15% of consolidated sales, as cost savings efforts continued to expand.

–Net income was $12.0 million and basic EPS was $0.55 for the second quarter. On an adjusted basis, second quarter net income and basic EPS were $15.8 million and $0.72 per share, respectively.

Branded Spirits

Second quarter 2026 versus prior year

–Sales of $59.6 million decreased 1% versus $60.5 million.

–Gross profit of $31.6 million decreased 1% versus $32.0 million.

–Gross margin of 53.0% increased by 20 basis points versus 52.8%.

Key developments versus prior year

–Excluding the other products category, which consists primarily of private label bottled products, sales increased 3% and reflected the highest growth rate in the past two years.

–Premium plus sales increased by 5%, with key brands showing improvement, as the company’s targeted focus on growth opportunities continued to gain traction.

–Within premium plus, Penelope Bourbon maintained its strong growth trajectory and was up 13%. Yellowstone also saw significant growth, driven by an innovative, limited edition offering.

–Combined sales of the mid- and value-priced portfolios improved slightly, with mid-priced offerings growing 5%. The company continued to successfully prioritize its best performing brands in these price tiers.

Distilling Solutions

Second quarter 2026 versus prior year

–Sales of $29.2 million decreased 42% versus $50.0 million.

–Gross profit of $11.3 million decreased 40% versus $18.8 million.

–Gross margin of 38.7% increased by 110 basis points versus 37.6%.

Key developments versus prior year

–As expected, lower demand for aged and new distillate whiskey continued to pressure results and drove a 59% decline in brown goods sales.

–Gross margin improved, due to better mix and cost savings efforts.

–Warehouse services revenue increased by high-single digits and was driven, in part, by expanded service offerings.

Ingredient Solutions

Second quarter 2026 versus prior year

–Sales of $35.5 million increased 2% versus $35.0 million.

–Gross profit of $3.6 million decreased 53% versus $7.6 million.

–Gross margin of 10.1% decreased versus 21.7%.

Key developments versus prior year

–Sales improvement was primarily driven by favorable price and mix of specialty wheat proteins and starches, as well as increased sales of biofuel and other byproducts.

–Despite improvements in operational reliability, higher waste starch stream costs pressured profitability.

2026 Financial Outlook

MGP reaffirmed its consolidated guidance for fiscal 2026:

•Sales projected to be in the range of $480 million to $500 million.

•Adjusted EBITDA expected to be between $90 million to $98 million.

•Adjusted basic EPS expected to be in the $1.50 to 1.80 range, with weighted average basic shares outstanding of approximately 21.4 million.

•Full-year capital expenditures expected to be approximately $20 million.

Due to a recent revision to 2025 Kansas tax law, which resulted in the revaluation of deferred tax liabilities, the company now anticipates its full year 2026 effective tax rate will be approximately 23%.

Dividend Distribution

The company’s Board of Directors declared a dividend of $0.12 per share of common stock. The dividend is payable on August 28, 2026, to stockholders of record as of August 14, 2026.

Conference Call and Webcast Information

MGP Ingredients will host a conference call today at 10 a.m. ET, July 29, 2026, to discuss the results, provide a general business update, and answer questions. Please visit the News and Events section of the company’s Investor Relations website to access the webcast. Investors can also dial (844) 308-6398 or (412) 717-9605 (international) to listen to the call. A replay will be available on the company’s website approximately 24 hours after the call concludes.

About MGP Ingredients, Inc.

MGP Ingredients Inc. (Nasdaq: MGPI) has been formulating excellence since 1941 by bringing product ideas to life across the alcoholic beverage and specialty ingredient industries through three segments: Branded Spirits, Distilling Solutions, and Ingredient Solutions. MGPI is one of the leading spirits distillers with an award-winning portfolio of premium brands including Penelope, Rebel, Remus, and Yellowstone bourbons and El Mayor tequila, under the Luxco umbrella. With distilleries in Indiana and Kentucky; a tequila distillery in Arandas, Mexico; and bottling operations in Missouri, Ohio, and Northern Ireland, the company creates distilled spirits for customers including many world-renowned spirits brands. In addition, the company’s high-quality specialty fiber, protein, and starch ingredients provide functional, nutritional, and sensory solutions for a wide range of food products. To learn more visit MGPIngredients.com.

Cautionary Note Regarding Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements about the ability of MGP Ingredients, Inc. (the “Company” or “MGP”) to drive growth initiatives, prioritize growth opportunities, take decisive actions, and execute with discipline; and the Company’s 2026 outlook, including its expectations for sales, adjusted EBITDA, adjusted basic earnings per share (“EPS”), shares outstanding, capital expenditures, and tax rate. Forward looking statements are usually identified by or are associated with words such as “intend,” “plan,” “believe,” “estimate,” “expect,” “anticipate,” “project,” “forecast,” “hopeful,” “should,” “may,” “will,” “could,” “encouraged,” “opportunities,” “potential,” and similar terminology. These forward-looking statements reflect management’s current beliefs and estimates of future economic circumstances, industry conditions, Company performance, Company financial results, and Company financial condition and are not guarantees of future performance.

All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause actual results to differ materially from our expectations include without limitation any effects of changes in consumer preferences and purchases and our ability to anticipate or react to those changes; our ability to compete effectively and any effects of industry dynamics and market conditions; unfavorable economic conditions; damage to our reputation or that of any of our key customers or their brands; failure to introduce successful new brands and products or have effective marketing or advertising; changes in public opinion about alcohol or our products; our reliance on our distributors to distribute our branded spirits; our reliance on fewer, more profitable customer relationships; interruptions in our operations or a catastrophic event at our facilities; decisions concerning the quantity of maturing stock of

our aged distillate; any inability to successfully complete our capital projects or fund capital expenditures or any warehouse expansion issues; our reliance on a limited number of suppliers; work disruptions or stoppages; climate change and measures to address climate change; regulation and taxation and compliance with existing or future laws and regulations; tariffs, trade relations, and trade policies; excise taxes, incentives and customs duties; our ability to protect our intellectual property rights and defend against alleged intellectual property rights infringement claims; failure to secure and maintain listings in control states; labeling or warning requirements or limitations on the availability of our products; product recalls or other product liability claims; anti-corruption laws, trade sanctions, and restrictions; litigation or legal proceedings; limited rights of common stockholders and anti-takeover provisions in our governing documents; the impact of issuing shares of our common stock; higher costs or the unavailability and cost of raw materials, product ingredients, energy resources, or labor; failure of our information technology systems, networks, processes, associated sites, or service providers; inability to successfully implement our strategies; interest rate increases; reliance on key personnel; impairment charges; commercial, political, and financial risks; covenants and other provisions in our credit arrangements; pandemics or other health crises; ability to pay any dividends and make any share repurchases. For further information on these risks and uncertainties and other factors that could affect the Company’s business, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as well as the Company’s other SEC filings. The Company undertakes no obligation to update any forward-looking statements or information in this press release, except as required by law.

Non-GAAP Financial Measures

In addition to reporting financial information in accordance with U.S. GAAP, the Company provides certain non-GAAP financial measures that are not in accordance with, or alternatives for, GAAP. In addition to the comparable GAAP measures, the Company has disclosed adjusted selling, general, and administrative expenses (“SG&A”), adjusted operating income, adjusted income before income taxes, adjusted net income, adjusted MGP earnings, adjusted EBITDA, net debt, net debt leverage ratio, and adjusted basic and diluted EPS, as well as guidance for adjusted EBITDA and adjusted basic EPS. The presentation of these non-GAAP financial measures should be reviewed in conjunction with SG&A, operating income, income before income taxes, net income, net income used in earnings per common share calculation, debt, and basic and diluted EPS computed in accordance with U.S. GAAP and should not be considered a substitute for the GAAP measure. We believe that the non-GAAP measures provide useful information to investors regarding the Company's performance and overall results of operations. In addition, management uses these non-GAAP measures in conjunction with GAAP measures when evaluating the Company’s operating results compared to prior periods on a consistent basis, assessing financial trends, and for forecasting purposes. Non-GAAP financial measures may not provide information that is directly comparable to other companies, even if similar terms are used to identify such measures. The attached schedules provide a full reconciliation of historical non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure. Full year 2026 guidance measures of adjusted EBITDA and adjusted basic EPS are provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measures because the Company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. Such items include without limitation, acquisition related expenses, restructuring and related expenses, and other items not reflective of the Company's ongoing operations.

For More Information Contact:

For Investor Relations:

investor.relations@mgpi.com

For Media Inquiries:

The Brand Guild

mgpcorporate@thebrandguild.com

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)

(Dollars in thousands, except share and per share amounts)

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Sales $ 124,357 $ 145,494 $ 230,784 $ 267,147

Cost of sales 77,886 87,107 150,731 165,430

Gross profit 46,471 58,387 80,053 101,717

Advertising and promotion expenses 5,683 6,913 11,874 15,085

Selling, general, and administrative expenses 20,237 23,156 41,303 44,361

Provision for credit loss 2,148 — 2,148 —

Impairment and other 751 — 180,277 —

Change in fair value of contingent consideration — 8,000 — 22,700

Operating income (loss) 17,652 20,318 (155,549) 19,571

Interest expense, net (2,879) (1,897) (4,300) (3,751)

Other income, net 299 314 249 529

Income (loss) before income taxes 15,072 18,735 (159,600) 16,349

Income tax expense (benefit) 3,063 4,308 (36,802) 4,979

Net income (loss) 12,009 14,427 (122,798) 11,370

Attributable to noncontrolling interest — (1) 3 32

Net income (loss) attributable to MGP Ingredients, Inc. 12,009 14,426 (122,795) 11,402

Attributable to participating securities (155) (159) (68) (127)

Net income (loss) used in earnings per common share calculation $ 11,854 $ 14,267 $ (122,863) $ 11,275

Weighted average common shares

Basic 21,433,066 21,360,984 21,411,374 21,351,809

Diluted 21,433,066 21,360,984 21,411,374 21,351,809

Earnings per common share

Basic $ 0.55 $ 0.67 $ (5.74) $ 0.53

Diluted $ 0.55 $ 0.67 $ (5.74) $ 0.53

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

June 30, 2026 December 31, 2025

ASSETS

Current Assets:

Cash and cash equivalents $ 17,794 $ 18,460

Receivables, net 103,559 116,160

Inventory 408,416 382,741

Prepaid expenses 5,075 2,139

Refundable income taxes — 3,209

Total current assets 534,844 522,709

Property, plant, and equipment 574,211 594,898

Less accumulated depreciation and amortization (277,776) (266,911)

Property, plant, and equipment, net 296,435 327,987

Operating lease right-of-use assets, net 11,056 13,847

Investment in joint venture 6,861 8,211

Intangible assets, net 206,079 244,696

Goodwill — 115,667

Other assets 2,488 2,747

TOTAL ASSETS $ 1,057,763 $ 1,235,864

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Current maturities of long-term debt $ 6,400 $ 6,400

Accounts payable 47,916 54,589

Contingent consideration — 110,800

Federal and state excise taxes payable 4,474 5,755

Income taxes payable 3,188 —

Accrued expenses and other 14,511 22,507

Total current liabilities 76,489 200,051

Long-term debt, less current maturities 166,854 49,735

Convertible senior notes 196,342 196,183

Long-term operating lease liabilities 8,170 10,561

Other noncurrent liabilities 2,790 2,534

Deferred income taxes 16,305 60,010

Total liabilities 466,950 519,074

Total equity 590,813 716,790

TOTAL LIABILITIES AND TOTAL EQUITY $ 1,057,763 $ 1,235,864

MGP INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Year to Date Ended June 30,

2026 2025

Cash Flows from Operating Activities

Net income (loss) $ (122,798) $ 11,370

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 12,651 11,638

Goodwill and other long-lived assets impairment

179,526 —

Share-based compensation 2,313 2,030

Equity method investment gain (150) (494)

Deferred income taxes, including change in valuation allowance (43,653) (901)

Change in fair value of contingent consideration — 22,700

Payment of contingent consideration (48,700) —

Other, net 546 446

Changes in operating assets and liabilities:

Receivables, net 12,520 31,103

Inventory (25,631) (15,224)

Prepaid expenses (2,974) (1,752)

Income taxes payable 6,397 3,128

Accounts payable (2,499) (10,687)

Accrued expenses and other (7,001) 4,663

Federal and state excise taxes payable (1,281) (1,504)

Other, net 2 (159)

Net cash provided by (used in) operating activities (40,732) 56,357

Cash Flows from Investing Activities

Additions to property, plant, and equipment (10,219) (32,156)

Distributions from equity method investment

1,500 —

Other, net 322 (11)

Net cash used in investing activities (8,397) (32,167)

Cash Flows from Financing Activities

Payment of dividends and dividend equivalents (5,196) (5,156)

Repurchase of Common Stock (886) (1,035)

Loan fees paid related to borrowings — (2,712)

Proceeds from long-term debt 145,000 28,000

Principal payments on long-term debt (28,200) (52,200)

Payment of contingent consideration (62,100) —

Net cash provided by (used in) financing activities 48,618 (33,103)

Effect of exchange rate changes on cash and cash equivalents (155) 960

Decrease in cash and cash equivalents (666) (7,953)

Cash and cash equivalents, beginning of period 18,460 25,273

Cash and cash equivalents, end of period $ 17,794 $ 17,320

MGP INGREDIENTS, INC.

RECONCILIATION OF SELECTED GAAP MEASURES TO ADJUSTED NON-GAAP MEASURES (UNAUDITED)

(in thousands, except per share amounts)

Quarter Ended June 30, 2026

SG&A Operating Income Income before Income Taxes Net Income

MGP Earnings(a)

Basic and Diluted EPS

Reported GAAP Results $ 20,237 $ 17,652 $ 15,072 $ 12,009 $ 11,854 $ 0.55

Adjusted to remove:

Impairment and other (b)

— 751 751 933 921 0.04

Executive transition costs (c)

(372) 372 372 462 456 0.02

Professional services fees (d)

(250) 250 250 311 307 0.02

Restructuring and other costs (e)

(1,044) 1,044 1,044 1,297 1,281 0.06

Income tax items(f)

— — — 747 $ 737 0.03

Adjusted Non-GAAP results $ 18,571 $ 20,069 $ 17,489 $ 15,759 $ 15,556 $ 0.72

Quarter Ended June 30, 2025

SG&A Operating Income Income before Income Taxes Net Income

MGP Earnings(a)

Basic and Diluted EPS

Reported GAAP Results $ 23,156 $ 20,318 $ 18,735 $ 14,427 $ 14,267 $ 0.67

Adjusted to remove:

Executive transition costs (c)

(376) 376 376 290 287 0.01

Fair value of contingent consideration(g)

— 8,000 8,000 6,160 6,097 0.29

Adjusted Non-GAAP results $ 22,780 $ 28,694 $ 27,111 $ 20,877 $ 20,651 $ 0.97

Year to Date Ended June 30, 2026

SG&A Operating Income (loss) Income (loss) before Income Taxes Net Income (loss)

MGP Earnings(a)

Basic and Diluted EPS

Reported GAAP Results $ 41,303 $ (155,549) $ (159,600) $ (122,798) $ (122,863) $ (5.74)

Adjusted to remove:

Impairment and other (b)

— 180,277 180,277 138,080 138,080 6.45

Executive transition costs (c)

(705) 705 705 672 672 0.03

Professional service fees (d)

(250) 250 250 238 238 0.01

Restructuring and other costs (e)

(2,241) 2,241 2,241 2,137 2,137 0.10

Income tax items(f)

— — — 747 747 0.03

Adjusted Non-GAAP results $ 38,107 $ 27,924 $ 23,873 $ 19,076 $ 19,011 $ 0.88

Year to Date Ended June 30, 2025

SG&A Operating Income Income before Income Taxes Net Income

MGP Earnings(a)

Basic and Diluted EPS

Reported GAAP Results $ 44,361 $ 19,571 $ 16,349 $ 11,370 $ 11,275 $ 0.53

Adjusted to remove:

Fair value of contingent consideration(g)

— 22,700 22,700 15,777 15,614 0.73

Professional service fees (d)

(382) 382 382 265 263 0.01

Executive transition costs (c)

(682) 682 682 474 469 0.02

Restructuring and other costs (e)

(613) 613 613 426 422 0.02

Adjusted Non-GAAP results $ 42,684 $ 43,948 $ 40,726 $ 28,312 $ 28,043 $ 1.31

MGP INGREDIENTS, INC.

DESCRIPTION OF NON-GAAP ITEMS

(a)MGP Earnings is defined as "Net income used in Earnings Per Common Share calculation," which accounts for the impacts of the earnings attributable to noncontrolling interest and earnings attributable to participating securities.

(b)Impairment and other relates to the first quarter 2026 write down of goodwill, indefinite-lived intangible assets and other long-lived fixed assets as well as expenses incurred related to the idled Kentucky facilities. It is included in the Consolidated Statement of Income (Loss) as a component of operating income and relates to the Branded Spirits segment.

(c)The executive transition costs are included in the Condensed Consolidated Statement of Income (Loss) within the selling, general, and administrative line item. The adjustment includes costs related to the transition of certain executive and board of director positions.

(d)The professional services fees are included in the Condensed Consolidated Statement of Income (Loss) within the selling, general, and administrative line item. The adjustment includes costs related to professional services in conjunction with the goodwill and indefinite-lived intangible assets impairment valuation.

(e)The restructuring and other costs are included in the Condensed Consolidated Statement of Income (Loss) within the selling, general, and administrative line item. The adjustment includes special one-time severance costs related to the reduction in force that occurred during the period.

(f)Income tax items are included in the Condensed Consolidated Statement of Income (loss) within the income tax expenses. The adjustment relates to the impacts of state law changes on the Company’s deferred tax balances.

(g)Fair value of contingent consideration relates to the quarterly adjustment of the contingent consideration liability related to the acquisition of Penelope Bourbon LLC. It is included in the Condensed Consolidated Statement of Income (Loss) as a component of operating income and relates to the Branded Spirits segment.

MGP INGREDIENTS, INC.

RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA (UNAUDITED)

(in thousands)

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Net income (loss) $ 12,009 $ 14,427 $ (122,798) $ 11,370

Interest expense 2,879 1,897 4,300 3,751

Income tax expense (benefit)

3,063 4,308 (36,802) 4,979

Depreciation and amortization 6,386 5,830 12,651 11,638

Share based compensation (a)

1,318 1,288 2,241 2,030

Equity method investment gain (169) (237) (150) (494)

Executive transition costs 372 376 705 682

Restructuring and other costs 1,044 — 2,241 613

Impairment and other (b)

456 — 179,982 —

Professional service fees 250 — 250 382

Fair value of contingent consideration — 8,000 — 22,700

Adjusted EBITDA $ 27,608 $ 35,889 $ 42,620 $ 57,651

(a) This amount excludes share based compensation related to executive transition costs and one-time severance costs (benefits).

(b) This amount excludes depreciation expense related to the idled facility as it related to depreciation and amortization expense.

The non-GAAP adjusted EBITDA measure is defined as earnings before interest expense, income tax expense (benefit), depreciation and amortization, share based compensation, equity method investment loss (gain), executive transition costs, restructuring and other costs, goodwill and other long-lived assets impairment, fair value of contingent consideration, and professional service fees.

See "Reconciliation of selected GAAP measure to adjusted non-GAAP measures" for further details on selected non-GAAP items.

MGP INGREDIENTS, INC.

NET DEBT LEVERAGE RATIO (UNAUDITED)

(in thousands)

Quarter Ended

September 30,

2025 Quarter Ended

December 31,

2025 Quarter Ended

March 31,

2026 Quarter Ended

June 30,

2026

TTM(a)

June 30, 2026

Net income (loss) $ 15,429 $ (134,631) $ (134,807) $ 12,009 $ (242,000)

Interest expense 1,739 1,554 1,421 2,879 7,593

Income tax expense (benefit) 4,276 (1,773) (39,865) 3,063 (34,299)

Depreciation and amortization 6,186 6,262 6,265 6,386 25,099

Share based compensation(c)

1,057 1,129 923 1,318 4,427

Equity method investment loss (gain) (375) (318) 19 (169) (843)

Goodwill and other long-lived assets impairment

— 152,622 179,526 456 332,604

Professional service fees — 113 — 250 363

Executive transition costs 1,143 953 333 372 2,801

Restructuring and other costs — 190 1,197 1,044 2,431

Fair value of contingent consideration 2,800 — — — 2,800

Adjusted EBITDA $ 32,255 $ 26,101 $ 15,012 $ 27,608 $ 100,976

Total debt $ 369,596

Cash and cash equivalents 17,794

Net debt $ 351,802

Net debt leverage ratio(b)

3.5

(a) TTM is defined as trailing twelve months.

(b) Net debt leverage ratio is defined as net debt divided by adjusted EBITDA.

See "Reconciliation of selected GAAP measure to adjusted non-GAAP measures" for further details on selected non-GAAP items.

MGP INGREDIENTS, INC.

OPERATING SEGMENT RESULTS (UNAUDITED)

(Dollars in thousands)

BRANDED SPIRITS

Quarter Ended June 30, Quarter versus Quarter Change Increase/(Decrease)

2026 2025 $ Change % Change

Premium plus $ 32,645 $ 31,099 $ 1,546 5 %

Mid 16,225 15,493 732 5

Value 8,324 8,936 (612) (7)

Other 2,436 4,992 (2,556) (51)

Total Branded Spirits Sales $ 59,630 $ 60,520 $ (890) (1) %

Gross profit $ 31,596 $ 31,984 $ (388) (1) %

Gross margin % 53.0 % 52.8 % 0.2

pp(a)

Operating income $ 15,206 $ 8,737 $ 6,469 74 %

Depreciation and amortization $ 2,144 $ 2,145 $ (1) — %

DISTILLING SOLUTIONS

Quarter Ended June 30, Quarter versus Quarter Change Increase/(Decrease)

2026 2025 $ Change % Change

Brown goods $ 14,260 $ 35,057 $ (20,797) (59) %

Warehouse services 8,622 8,001 621 8

White goods and other co-products 6,338 6,942 (604) (9)

Total Distilling Solutions Sales $ 29,220 $ 50,000 $ (20,780) (42) %

Gross profit $ 11,302 $ 18,812 $ (7,510) (40) %

Gross margin % 38.7 % 37.6 % 1.1

pp(a)

Operating income $ 10,585 $ 17,741 $ (7,156) (40) %

Depreciation and amortization $ 1,767 $ 2,025 $ (258) (13) %

INGREDIENT SOLUTIONS SALES

Quarter Ended June 30, Quarter versus Quarter Change Increase / (Decrease)

2026 2025 $ Change % Change

Specialty wheat starches $ 18,889 $ 18,474 $ 415 2 %

Specialty wheat proteins 12,749 12,612 137 1

Commodity wheat starches 2,670 3,061 (391) (13)

Commodity wheat proteins 76 827 (751) (91)

Biofuel and other 1,123 — 1,123 n/a

Total Ingredient Solutions $ 35,507 $ 34,974 $ 533 2 %

Gross profit $ 3,573 $ 7,591 $ (4,018) (53) %

Gross margin % 10.1 % 21.7 % (11.6)

pp(a)

Operating income $ 2,696 $ 6,290 $ (3,594) (57) %

Depreciation and amortization $ 2,119 $ 1,307 $ 812 62 %

(a) Percentage points (“pp”).

MGP INGREDIENTS, INC.

OPERATING SEGMENT RESULTS (UNAUDITED)

(Dollars in thousands)

BRANDED SPIRITS SALES

Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)

2026 2025 $ Change % Change

Premium plus $ 55,296 $ 53,417 $ 1,879 4 %

Mid 29,468 28,520 948 3

Value 14,827 16,277 (1,450) (9)

Other 4,276 10,533 (6,257) (59)

Total Branded Spirits $ 103,867 $ 108,747 $ (4,880) (4) %

Gross profit $ 52,732 $ 54,182 $ (1,450) (3) %

Gross margin % 50.8 % 49.8 % 1.0

pp(a)

Operating loss $ (157,166) $ (409) $ (156,757) (38,327) %

Depreciation and amortization $ 4,303 $ 4,285 $ 18 — %

DISTILLING SOLUTIONS SALES

Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)

2026 2025 $ Change % Change

Brown goods $ 29,169 $ 68,713 $ (39,544) (58) %

Warehouse services 16,914 16,078 836 5

White goods and other co-products 11,137 12,152 (1,015) (8)

Total Distilling Solutions $ 57,220 $ 96,943 $ (39,723) (41) %

Gross profit $ 19,927 $ 37,492 $ (17,565) (47) %

Gross margin % 34.8 % 38.7 % (3.9)

pp(a)

Operating income $ 18,420 $ 35,623 $ (17,203) (48) %

Depreciation and amortization $ 3,565 $ 4,080 $ (515) (13) %

INGREDIENT SOLUTIONS SALES

Year to Date Ended June 30, Year to Date versus Year to Date Sales Change Increase/(Decrease)

2026 2025 $ Change % Change

Specialty wheat starches $ 37,305 $ 34,327 $ 2,978 9 %

Specialty wheat proteins 25,457 19,960 5,497 28

Commodity wheat starches 5,287 5,780 (493) (9)

Commodity wheat proteins 459 1,390 (931) (67)

Biofuel and other 1,189 — 1,189 n/a

Total Ingredient Solutions $ 69,697 $ 61,457 $ 8,240 13 %

Gross profit $ 7,394 $ 10,043 $ (2,649) (26) %

Gross margin % 10.6 % 16.3 % (5.7)

pp(a)

Operating income $ 5,637 $ 7,298 $ (1,661) (23) %

Depreciation and amortization $ 4,077 $ 2,578 $ 1,499 58 %

(a) Percentage points (“pp”).

MGP INGREDIENTS, INC.

DILUTIVE SHARES OUTSTANDING CALCULATION (UNAUDITED)

Quarter Ended June 30, Year to Date Ended June 30,

2026 2025 2026 2025

Principal amount of the bonds $ 201,250,000 $ 201,250,000 $ 201,250,000 $ 201,250,000

Par value $ 1,000 $ 1,000 $ 1,000 $ 1,000

Number of bonds outstanding (a) 201,250 201,250 201,250 201,250

Initial conversion rate 10.3911 10.3911 10.3911 10.3911

Conversion price $ 96.23620 $ 96.23620 $ 96.23620 $ 96.23620

Average share price (b) $ 18.19532 $ 29.73403 $ 20.24415 $ 31.56250

Impact of conversion (c) $ — $ — $ — $ —

Cash paid for principal (201,250,000) (201,250,000) (201,250,000) (201,250,000)

Conversion premium $ — $ — $ — $ —

Average share price $ 18.19532 $ 29.73403 $ 20.24415 $ 31.56250

Conversion premium in shares (d) (e) — — — —

(a)Number of bonds outstanding is calculated by taking the principal amount of the bonds divided by the par value.

(b)Average share price is calculated by taking the average of the daily closing share price for the period. If the average share price is less than the conversion price of $96.23620 per share, the impact to EPS is anti-dilutive and therefore the shares were excluded from the diluted EPS calculation.

(c)Impact of conversion is calculated by taking the number of bonds outstanding multiplied by the initial conversion rate multiplied by the average share price. If the average share price is less than the conversion price then the impact of conversion is zero.

(d)The impacts of the Convertible Senior Notes are included in the diluted weighted average common shares outstanding if the impact is dilutive. The Convertible Senior Notes would only have a dilutive impact if the average market price per share during the quarter exceed the conversion price of $96.23620 per share.

(e)Conversion premium in shares is calculated by taking the conversion premium divided by the average share price. If the average share price is less than the conversion price, then the conversion premium in shares is zero.

GRAPHIC

Filename: picture1a.jpg · Sequence: 6

Binary file (59617 bytes)

Download picture1a.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Jul. 29, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Jul. 29, 2026

Entity Registrant Name

MGP Ingredients, Inc.

Entity Incorporation, State or Country Code

Entity File Number

0-17196

Entity Tax Identification Number

45-4082531

Entity Address, Address Line One

Cray Business Plaza

Entity Address, Address Line Two

100 Commercial Street

Entity Address, Address Line Three

Box 130

Entity Address, City or Town

Atchison

Entity Address, State or Province

Entity Address, Postal Zip Code

66002

City Area Code

913

Local Phone Number

367-1480

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of each class

Common Stock, no par value

Trading Symbol

MGPI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0000835011

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration