GPGI, Inc. (GPGI) insider awarded 1,150,029 stock options on Form 4

Rhea-AI Filing Summary

GPGI, Inc. reported that insider Thomas R. Knott received a grant of stock options for 1,150,029 shares at an exercise price of $0.00 per share. These options vest in four equal annual installments of 25% on each of the first through fourth anniversaries 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^*

Knott Thomas R.

(Last) (First) (Middle)

C/O GPGI, INC.

309 PIERCE STREET

(Street)

NEW YORK NY 10022

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

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		1,150,029		(1)	02/26/2036	Class A Common Stock	1,150,029	$0	1,150,029	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.

Remarks:

Principal executive officer and Chief Investment Officer

	/s/ Thomas R. Knott, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did GPGI report for Thomas R. Knott on Form 4?

GPGI reported that Thomas R. Knott received a grant of stock options covering 1,150,029 shares. The options were awarded at an exercise price of $0.00 per share as a derivative security, reflecting an equity-based compensation grant rather than an open-market purchase.

How do the newly granted GPGI stock options vest for Thomas R. Knott?

The granted GPGI stock options vest in four equal annual installments of 25% each. Vesting occurs on the first, second, third, and fourth anniversaries of the grant date, aligning the award with a multi-year service and performance period for the reporting person.

Is the GPGI Form 4 transaction a stock purchase or an option grant?

The GPGI Form 4 reports an option grant, not a stock purchase. It describes a “Stock Option (Right to Buy)” acquired under transaction code A, indicating a grant, award, or other acquisition of derivative securities rather than an open-market buy or sell of common shares.

How many GPGI derivative securities does Thomas R. Knott hold after this Form 4 transaction?

Following this Form 4 transaction, Thomas R. Knott is shown holding 1,150,029 stock options. This total reflects the derivative securities position after the grant, with all of these options subject to the four-year annual vesting schedule described in the filing footnote.

What does transaction code A mean in the GPGI Form 4 filing?

In the GPGI Form 4, transaction code A signifies a grant, award, or other acquisition. Here it indicates that stock options were awarded to Thomas R. Knott as compensation, rather than resulting from a market trade, sale, or exercise of previously outstanding derivative securities.