07/29/2026 | Press release | Distributed by Public on 07/29/2026 05:40
As filed with the Securities and Exchange Commission on July 29, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MGP Ingredients, Inc.
(Exact name of registrant as specified in its charter)
| Kansas | 45-4082531 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 100 Commercial Street | 66002 |
| Box 130 | (Zip Code) |
| Atchison, Kansas | |
| (Address of Principal Executive Offices) |
MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan
(Full title of the plan)
Kathleen Molamphy
Chief Legal and Human Resources Officer, Secretary
100 Commercial Street, Box 130
Atchison, Kansas 66002
(Name and address of agent for service)
(913) 367-1480
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act of 1934.
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed to register 769,821 additional shares of the common stock, no par value (the "Common Stock"), of MGP Ingredients, Inc. (the "Registrant"), reserved for issuance under the MGP Ingredients, Inc. Amended and Restated 2024 Equity Incentive Plan (the "Restated 2024 Plan"), which amended and restated the Registrant's 2024 Equity Incentive Plan (the "2024 Plan"). The 769,821 shares of Common Stock registered on this Form S-8 are comprised of 750,000 shares of Common Stock newly reserved for issuance under the Restated 2024 Plan as approved by the stockholders of the Registrant on May 13, 2026, plus 19,821 shares of Common Stock that became available for issuance under the Restated Plan as a result of the expiration, cancellation or forfeiture of awards under the MGP Ingredients, Inc. 2014 Equity Incentive Plan
An aggregate of 1,319,320 shares of the Registrant's Common Stock was previously registered for issuance under the 2024 Plan pursuant to a Registration Statement on Form S-8 (No. 333-279679) filed with the Securities and Exchange Commission (the "Commission") on May 23, 2024. Such Registration Statement is currently effective and the contents thereof are incorporated herein by reference except to the extent that such content is superseded by the items appearing below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on July 29, 2026.
| MGP INGREDIENTS, INC. | ||
| By: | /s/ Julie M. Francis | |
| Julie M. Francis | ||
| President and Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of MGP Ingredients, Inc., hereby severally constitute and appoint Julie M. Francis, Brandon M. Gall and Kathleen Molamphy, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Julie M. Francis | President, Chief Executive Officer and Director | July 29, 2026 | ||
| Julie M. Francis | (Principal Executive Officer) | |||
| /s/ Brandon M. Gall | Chief Financial Officer | July 29, 2026 | ||
| Brandon M. Gall | (Principal Financial and Accounting Officer) | |||
| /s/ Thomas A. Gerke | Director | July 29, 2026 | ||
| Thomas A. Gerke | ||||
| /s/ Gerardo I. Lopez | Director | July 29, 2026 | ||
| Gerardo I. Lopez | ||||
| /s/ Jennifer Lowry | Director | July 29, 2026 | ||
| Jennifer Lowry | ||||
| /s/ Donn Lux | Director | July 29, 2026 | ||
| Donn Lux | ||||
| /s/ Lori L.S. Mingus | Director | July 29, 2026 | ||
| Lori L.S. Mingus | ||||
| /s/ Mercedes Romero | Director | July 29, 2026 | ||
| Mercedes Romero | ||||
| /s/ Martin Roper | Director | July 29, 2026 | ||
| Martin Roper | ||||
| /s/ Todd B. Siwak | Director | July 29, 2026 | ||
| Todd B. Siwak |