GPGI (GPGI) awards 1.27M stock options to Executive Chairman Cote

Rhea-AI Filing Summary

COTE DAVID M reported acquisition or exercise transactions in this Form 4 filing.

GPGI, Inc. reported that Executive Chairman David M. Cote received a grant of stock options covering 1,265,032 shares on the reported date. The options were granted at no cost and will vest in four equal annual installments of 25% on each anniversary of the grant date.

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^*

COTE DAVID M

(Last) (First) (Middle)

C/O GPGI, INC.

309 PIERCE STREET

(Street)

SOMERSET NJ 08873

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$23.12	02/26/2026		A		1,265,032		(1)	02/26/2036	Class A Common Stock	1,265,032	$0	1,265,032	D

Explanation of Responses:

1. The Stock Options will vest in equal annual installments of 25% on each of the first, second, third and fourth anniversaries of the date of grant.

	/s/ David M. Cote, by attorney-in-fact Kurt Schoen	03/02/2026
	** 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).
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FAQ

What insider transaction did GPGI (GPGI) report for David M. Cote?

GPGI reported that Executive Chairman David M. Cote received a grant of stock options for 1,265,032 shares. These options were awarded at no cost as a compensation grant, rather than being purchased in the open market.

How many GPGI (GPGI) stock options were granted to David M. Cote?

David M. Cote was granted stock options covering 1,265,032 shares of GPGI common stock. This award represents a single derivative transaction reported on the Form 4, with all options shown as directly owned following the grant.

What is the vesting schedule for David M. Cote’s GPGI stock options?

The stock options granted to David M. Cote vest in equal annual installments of 25% on each of the first, second, third and fourth anniversaries of the grant date. This four-year vesting encourages longer-term alignment with GPGI’s performance.

Did David M. Cote buy or sell GPGI (GPGI) shares in this Form 4?

The Form 4 shows an acquisition of stock options by award, not a market buy or sale of GPGI shares. The transaction code indicates a grant or other acquisition of derivative securities rather than open-market trading activity.

Is David M. Cote’s ownership in GPGI direct or indirect after this transaction?

After the reported grant, the Form 4 lists David M. Cote’s ownership of the stock options as direct. No separate entity or indirect ownership structure is referenced in the transaction details or associated footnotes.

What does the zero price on David M. Cote’s GPGI option grant mean?

The reported price of 0.0000 reflects that the options were granted to David M. Cote as compensation at no cost on the grant date. This indicates an award rather than a purchase, consistent with standard executive equity incentive practices.