GPGI (GPGI) finance chief discloses 579,317-share Form 3 equity stake

Rhea-AI Filing Summary

GPGI, Inc. disclosed the initial holdings of officer Kurt Schoen as of January 22, 2026. He beneficially owns 579,317 shares of Class A Common Stock, including 7,500 shares he currently owns outright.

The balance comes from restricted stock units granted on October 1, 2024. One RSU grant covers 488,889 shares that vest in three equal installments on October 1, 2027, October 1, 2029, and October 1, 2031. A second RSU grant covers 82,928 shares, vesting as to 27,643 shares on each of October 1, 2027 and October 1, 2029 and 27,642 shares on October 1, 2031, in each case conditioned on his continued service. The RSUs will settle in Class A shares upon vesting and may be net-settled for taxes.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Schoen Kurt

(Last) (First) (Middle)

C/O GPGI, INC.

309 PIERCE STREET

(Street)

SOMERSET NJ 08873

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2026

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	579,317(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes (A) 7,500 shares of Class A Common Stock owned by the reporting person, (B) 488,889 shares of Class A Common Stock underlying restricted stock units ("RSUs") that were originally granted on October 1, 2024 and which will vest in three equal installments on October 1, 2027, October 1, 2029 and October 1, 2031 and (C) 82,928 shares of Class A Common Stock underlying RSUs that were originally granted on October 1, 2024 and which will vest as to 27,643 shares on each of October 1, 2027 and October 1, 2029 and as to 27,642 shares on October 1, 2031, subject in each case to the reporting person's continued service as of the applicable vesting date. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.

Remarks:

Principal financial officer and principal accounting officer // Exhibit 24 - Power of Attorney

	/s/ Kurt Schoen	01/30/2026
	** 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 5 (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.

FAQ

What does the GPGI Form 3 filing show about Kurt Schoen’s holdings?

The Form 3 shows Kurt Schoen beneficially owns 579,317 shares of GPGI Class A Common Stock, combining 7,500 directly owned shares and multiple restricted stock unit (RSU) grants that will settle into shares as they vest over time.

How many GPGI Class A shares does Kurt Schoen own outright?

Kurt Schoen owns 7,500 shares of GPGI Class A Common Stock outright. The rest of his reported beneficial ownership comes from unvested restricted stock units (RSUs) that convert into shares upon vesting if he continues in service.

What RSU grants are included in Kurt Schoen’s 579,317 GPGI shares?

The 579,317-share total includes 488,889 shares underlying one RSU grant and 82,928 shares underlying another RSU grant, both originally granted on October 1, 2024, and scheduled to vest in installments between 2027 and 2031.

When do Kurt Schoen’s 488,889-share RSUs in GPGI vest?

The 488,889 RSUs vest in three equal installments on October 1, 2027, October 1, 2029, and October 1, 2031. Each installment depends on Schoen’s continued service with the company through the relevant vesting date.

How do the 82,928 GPGI RSUs for Kurt Schoen vest over time?

The 82,928 RSUs vest as to 27,643 shares on October 1, 2027, 27,643 shares on October 1, 2029, and 27,642 shares on October 1, 2031, assuming Kurt Schoen remains in service on each vesting date.

How will Kurt Schoen’s GPGI RSUs be settled at vesting?

Upon vesting, Kurt Schoen’s RSUs will be settled into Class A Common Stock of GPGI. The settlement may occur net of shares withheld by the company to cover any applicable tax obligations due at vesting.

What is Kurt Schoen’s role at GPGI, Inc. according to the Form 3?

According to the Form 3, Kurt Schoen serves as GPGI’s principal financial officer and principal accounting officer. His reported holdings and RSUs reflect equity compensation tied to his ongoing service in these senior finance roles.