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FMR LLC filed an amendment to Schedule 13G reporting beneficial ownership of 39,551,932.38 shares of GPGI Inc. Class A common stock, equal to 13.7% of the class. The filing lists sole dispositive power of 39,551,932.38 shares and sole voting power of 36,647,259.86 shares for FMR LLC. The cover also shows Abigail P. Johnson with dispositive power over 39,551,932.38 shares. The filing cites a power of attorney and references Exhibit 99 and Exhibit 24 for related agreements and authority.
GPGI, Inc. is asking stockholders to vote at a virtual 2026 annual meeting on June 11, 2026 at 10:00 a.m. Eastern Time via webcast at www.virtualshareholdermeeting.com/GPGI2026. Holders of Class A Common Stock at the April 15, 2026 record date can vote one share per proposal.
Stockholders will elect four Class II directors for terms ending in 2029, cast an advisory "Say‑on‑Pay" vote on 2025 executive compensation, choose how often future Say‑on‑Pay votes occur (one, two, or three years), and ratify Ernst & Young LLP as auditor for 2026. The Board unanimously recommends voting FOR Proposals 1, 2 and 4 and "ONE YEAR" on Proposal 3.
The filing details GPGI’s three‑class, 13‑member board, committee structures, independence determinations, risk and cybersecurity oversight, stock ownership guidelines, insider‑trading and whistleblower policies, and significant shareholders. It also outlines non‑employee director pay (cash retainers plus option grants) and a pay‑for‑performance framework for named executive officers.
GPGI, Inc. is asking stockholders to approve a reincorporation by conversion from Delaware to Nevada at a virtual special meeting on June 4, 2026. Each existing share of Class A Common Stock will convert into one share of Nevada corporation Class A, with no change to operations or NYSE listing under “GPGI.”
Holders of 289,861,033 Class A shares outstanding as of April 16, 2026 may vote, with approval requiring a majority of all outstanding shares. The board cites Nevada’s statute-focused corporate law, codified fiduciary duties and expectations of reduced, less disruptive litigation as key reasons. Stockholders have no appraisal or dissenters’ rights in this move.
GPGI, Inc. is soliciting votes at a virtual Special Meeting to approve the Nevada Reincorporation, converting the company from Delaware to Nevada under a Plan of Conversion. The Board unanimously recommends a FOR vote. Each outstanding share of Class A Common Stock converts one-for-one and the Record Date is April 16, 2026.
The proposal would replace the Delaware charter and bylaws with proposed Nevada articles and bylaws, preserve trading on the NYSE under the existing symbol, and change the governing law from the DGCL to the NRS, with attendant differences in fiduciary standards, inspection rights, anti-takeover statutes and director liability provisions.
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.
GPGI, Inc. director Jane J. Thompson sold 13,667 shares of Class A Common Stock in an open-market transaction at a weighted average price of $16.91 per share. After this sale, she directly holds 83,813 shares.
According to the disclosure, the sale was made to cover personal income tax obligations tied to the vesting of equity awards and the spin-off of Resolute Holdings Management, Inc. from GPGI on February 28, 2025. The price reflects multiple trades between $16.83 and $16.99 per share.
GPGI, Inc. officer Kurt Schoen reported an open-market purchase of 3,000 shares of Class A Common Stock at $17.00 per share. After this March 17, 2026 transaction, he directly holds 3,000 shares, indicating a new personal equity position in the company.
GPGI, Inc. director John D. Cote reported an indirect open-market purchase of 5,800 shares of Class A Common Stock at a weighted average price of $17.10 per share through his spouse. Following this trade, his spouse’s indirect holdings stand at 5,800 shares.
Cote is also reported as indirectly connected to additional Class A Common Stock positions held via entities referenced in the filing, including Tungsten 2024 LLC, Resolute Compo Holdings LLC, and Ridge Valley LLC, with the parties disclaiming beneficial ownership beyond their pecuniary interests.
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.
CMPO submitted a Form 144 notice related to the proposed sale of Common Stock connected to the vesting of a restricted stock unit award for GPGI, Inc. The vesting date shown is 01/06/2025 and the filing references 03/17/2026 and the NYSE.