SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Seaberg Karen

(Last)

(First)

(Middle)

20073 266TH ROAD

(Street)

ATCHISON

66002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MGP INGREDIENTS INC [ MGPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (Obligation to Sell)	⁽¹⁾	08/20/2025		J/K⁽¹⁾			1	09/05/2025	09/05/2025	Common Stock	⁽¹⁾⁽²⁾	$0	0	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	⁽¹⁾	08/20/2025		J/K⁽¹⁾			1	09/05/2025	09/05/2025	Common Stock	⁽¹⁾⁽³⁾	$0	0	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	⁽¹⁾	08/20/2025		J/K⁽¹⁾		1		09/05/2026	09/05/2026	Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾	1	I	By Cray MGP Holdings LP
Forward Sale Contract (Obligation to Sell)	⁽¹⁾	08/20/2025		J/K⁽¹⁾		1		09/05/2026	09/05/2026	Common Stock	⁽¹⁾⁽³⁾	⁽¹⁾	1	I	By Cray MGP Holdings LP

Explanation of Responses:

1. The reporting person is the sole manager of Cray Family Management, LLC ("Cray Management"), which is the general partner of Cray MGP Holdings, LP. On June 7, 2023, Cray MGP Holdings LP and Cray Management entered into separate redemption agreements with two of the limited partners of Cray MGP Holdings, LP. Among other things, each agreement obligated Cray MGP Holdings, LP to deliver to the respective redeemed limited partner an indeterminable number of shares of the Issuer's common stock (the "Future Closing Shares") on September 5, 2025 (the "Final Delivery Date"). On August 20, 2025, Cray MGP Holdings LP, Cray Management and the aforementioned limited partners of Cray MGP Holdings, LP entered into amendments to their respective redemption agreements dated as of June 7, 2023, pursuant to which the parties agreed to change the Final Delivery Date from September 5, 2025 to September 5, 2026.

2. The number of Future Closing Shares deliverable to this redeemed limited partner on the delivery date is determined by dividing one-third of $18,126,832.39 by the last reported sales price on the fifth trading day immediately prior to the delivery date.

3. The number of Future Closing Shares deliverable to this redeemed limited partner on the delivery date is determined by dividing one-third of $18,124,909.32 by the last reported sales price on the fifth trading day immediately prior to the delivery date.

Remarks:

	/s/ Karen Seaberg	08/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Director Seaberg Karen