Thomas Knott buys 44,000 GPGI (GPGI) shares in open-market trade

Rhea-AI Filing Summary

GPGI, Inc. director, officer and 10% owner Thomas R. Knott reported an open-market purchase of 44,000 shares of Class A Common Stock at a weighted average price of $17.08 per share. The filing also reports 44,000 shares held directly, plus indirect holdings of 879,963 shares and 49,290,409 shares through affiliated entities, for which various parties, including Knott, disclaim beneficial ownership except to the extent of their pecuniary interest.

Insights

Insider transactions analyst

Thomas Knott made a sizeable open-market share purchase while retaining large indirect holdings.

Thomas R. Knott, a director, officer and 10% owner of GPGI, Inc., bought 44,000 Class A Common shares in the open market at a weighted average price of $17.08. This indicates a net increase in his direct equity exposure.

Following the trade, he holds 44,000 shares directly, while separate lines in the filing show indirect positions of 879,963 and 49,290,409 shares through entities such as Tungsten 2024 LLC and Resolute Compo Holdings LLC. The footnotes state that these entities and individuals, including Knott, disclaim beneficial ownership beyond their pecuniary interest.

The absence of derivative positions in the filing suggests this was a straightforward cash purchase, not tied to option exercises or structured awards. Future company filings may provide additional context on how these indirect holdings evolve across subsequent reporting periods.

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

OMB APPROVAL

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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^*

Knott Thomas R.

(Last) (First) (Middle)

C/O GPGI, INC.

309 PIERCE STREET

(Street)

SOMERSET NEW JERSEY 08873

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GPGI, Inc. [ GPGI ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/17/2026		P		44,000	A	$17.08(1)	44,000	D
Class A Common Stock								879,963	I	See footnote(2)
Class A Common Stock								49,290,409	I	See footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $16.90 to $17.28 inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. The securities of the issuer are or may be deemed to be beneficially owned by (i) Tungsten 2024 LLC ("Tungsten"), directly, (ii) John Cote, indirectly as a result of being the manager of Tungsten, (iii) C 323 Holdings, LLC ("C 323 Holdings"), indirectly as a result of its consultation rights with respect to the shares, and (iv) Thomas Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Tungsten, C 323 Holdings and Messrs. Cote and Knott disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

3. The securities of the Issuer are or may be deemed to be beneficially owned by (i) Resolute Compo Holdings LLC ("Resolute Compo Holdings"), directly, (ii) Tungsten, indirectly as a result of being the managing member of Resolute Compo Holdings, (iii) Mr. John Cote, indirectly as a result of being the manager of Tungsten, (iv) C 323 Holdings, indirectly as a result of its consultation rights with respect to the shares, and (v) Mr. Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Resolute Compo Holdings, Tungsten, C 323 Holdings and Messrs. Cote and Knott disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

Remarks:

Principal executive officer and Chief Investment Officer

	/s/ Thomas R. Knott	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

How many GPGI, Inc. shares did Thomas R. Knott buy in this Form 4?

Thomas R. Knott purchased 44,000 shares of GPGI, Inc. Class A Common Stock. The filing states this was an open-market transaction at a weighted average price of $17.08 per share, increasing his directly held position to 44,000 shares after the trade.

What price did Thomas R. Knott pay for GPGI, Inc. shares in the reported transaction?

He paid a weighted average price of $17.08 per share for the 44,000 GPGI, Inc. shares. A footnote explains the stock was bought in multiple trades between $16.90 and $17.28, and detailed per-trade data is available upon request.

How many GPGI, Inc. shares does Thomas R. Knott hold directly after this Form 4 transaction?

After the reported transaction, Knott directly holds 44,000 shares of GPGI, Inc. Class A Common Stock. This figure reflects his direct ownership only and is separate from significant indirect holdings reported through affiliated entities in the same Form 4 filing.

What indirect GPGI, Inc. share holdings are reported for Thomas R. Knott-associated entities?

The Form 4 lists indirect holdings of 879,963 shares and 49,290,409 shares of GPGI, Inc. Class A Common Stock. These are held through entities including Tungsten 2024 LLC and Resolute Compo Holdings LLC, with all parties disclaiming beneficial ownership beyond their pecuniary interest.

Was the GPGI, Inc. share purchase by Thomas R. Knott an open-market transaction?

Yes. The transaction is coded as a purchase and described as an open-market purchase of Class A Common Stock. The filing notes it involved multiple trades within a price range, resulting in a weighted average purchase price of $17.08 per share.

Does the GPGI, Inc. Form 4 mention any stock options or derivative exercises for Thomas R. Knott?

No derivative securities are reported for Knott in this Form 4. The transaction summary shows zero derivative exercises and no remaining derivative positions, indicating this filing reflects only common stock ownership and the single open-market purchase of 44,000 shares.