Tax-driven share sale by GPGI, Inc. (GPGI) director Jane Thompson

Rhea-AI Filing Summary

GPGI, Inc. director Jane J. Thompson sold 13,667 shares of Class A common stock on March 17, 2026 in an open‑market transaction at a weighted average price of $16.91 per share. The sale was made to cover personal income tax obligations related to vested equity awards and the February 28, 2025 spin-off of Resolute Holdings Management, Inc. Following this sale, she directly holds 83,813 GPGI shares. The transactions were executed in multiple trades between $16.83 and $16.99 per share.

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^*

THOMPSON JANE J.

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

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		S(1)		13,667	D	$16.91(2)	83,813	D

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. Sale of shares to cover personal income tax obligations in connection with the vesting of equity awards and the spin-off of Resolute Holdings Management, Inc. from the issuer on February 28, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.83 to $16.99 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 sold at each separate price within the ranges set forth in this footnote.

	/s/ Jane J. Thompson, by attorney-in-fact 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

What insider transaction did GPGI, Inc. director Jane Thompson report?

Jane J. Thompson reported selling 13,667 shares of GPGI Class A common stock in an open-market transaction. The shares were sold at a $16.91 weighted average price, through multiple trades executed within a narrow price range.

Why did Jane Thompson sell 13,667 GPGI shares?

The sale was made to cover personal income tax obligations related to vesting of equity awards and the February 28, 2025 spin-off of Resolute Holdings Management, Inc. from GPGI. This indicates a tax-driven, rather than discretionary, liquidity transaction.

What price did the GPGI insider receive for the sold shares?

The reported weighted average sale price was $16.91 per share. Footnotes explain the 13,667 shares were sold through multiple trades at prices ranging from $16.83 to $16.99, with detailed trade data available upon request.

How many GPGI shares does Jane Thompson hold after the sale?

After the reported transaction, Jane J. Thompson directly owns 83,813 shares of GPGI Class A common stock. This figure reflects her position immediately following the 13,667-share sale disclosed in the March 17, 2026 open-market transaction.

Was the GPGI insider sale executed in a single trade or multiple trades?

The sale was executed in multiple trades. A footnote states that the 13,667 shares were sold at prices between $16.83 and $16.99, with a weighted average of $16.91, and detailed trade breakdowns are available upon request.

Does the GPGI filing mention a trading plan for Jane Thompson’s sale?

The disclosure describes the sale as covering personal income tax obligations tied to equity vesting and a spin-off, but it does not reference any Rule 10b5-1 trading plan in the provided text, focusing instead on the tax-related purpose of the transaction.