GPGI director awarded options in lieu of cash retainer

GPGI, Inc. director Joseph J. Deangelo received stock option awards as compensation.

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Form Type

Rhea-AI Filing Summary

GPGI, Inc. director Joseph J. Deangelo received stock option awards as compensation. He was granted stock options covering a total of 46,107 shares of Class A Common Stock at an exercise price of $12.1600 per share.

The options were issued under GPGI, Inc.’s Amended and Restated Non-Employee Director Compensation Policy in place of an annual cash retainer of $75,000, at the director’s election. The awards vest in four equal 25% installments on June 11, 2027 and on the first, second, and third anniversaries of that date, and expire on June 11, 2036.

Insider Trade Summary

Grant/Award: 46,107 shares

Grant/Award 2 txns

Insider DEANGELO JOSEPH J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	30,738	$0.00	$0.00
Grant/Award	Stock Option (Right to Buy)	15,369	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 46,107 contracts (Direct)

Footnotes (2)

F1. The Stock Options will vest in equal annual installments of 25% each, on June 11, 2027 and on the first, second, and third anniversaries thereof.
F2. The Stock Options were issued pursuant to the Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy in lieu of the annual cash retainer of $75,000 at the Director's election.

Key Figures

Option grant 1 size: 15,369 options Option grant 2 size: 30,738 options Total underlying shares: 46,107 shares +4 more

7 metrics

Option grant 1 size 15,369 options Stock Option (Right to Buy) grant on June 11, 2026

Option grant 2 size 30,738 options Second Stock Option (Right to Buy) grant on June 11, 2026

Total underlying shares 46,107 shares Combined underlying Class A Common Stock for both grants

Exercise price $12.1600 per share Conversion/exercise price for both option grants

Cash retainer replaced $75,000 Annual cash retainer replaced by stock options at director’s election

Vesting start date June 11, 2027 First 25% vesting of stock options

Option expiration June 11, 2036 Expiration date for both stock option grants

Key Terms

Stock Option (Right to Buy), Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy, annual cash retainer, vest in equal annual installments

4 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)" for both derivative grants"

Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy financial

"The Stock Options were issued pursuant to the Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy"

annual cash retainer financial

"in lieu of the annual cash retainer of $75,000 at the Director's election"

vest in equal annual installments financial

"The Stock Options will vest in equal annual installments of 25% each"

FAQ

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What did GPGI (GPGI) director Joseph J. Deangelo report in this Form 4?

He reported receiving stock option grants as compensation. The awards cover 46,107 shares of Class A Common Stock at an exercise price of $12.1600 per share, replacing his $75,000 annual cash retainer under the non-employee director compensation policy.

How many GPGI (GPGI) stock options did the director receive and at what price?

He received options on 46,107 underlying shares. The filing shows two grants of 15,369 and 30,738 options, each with an exercise price of $12.1600 per share, giving him the right to buy Class A Common Stock at that fixed price until expiration.

When do Joseph J. Deangelo’s GPGI (GPGI) stock options vest and expire?

The options vest in four equal 25% installments. Vesting begins on June 11, 2027 and continues on the first, second, and third anniversaries of that date. All options expire on June 11, 2036, limiting how long they can be exercised.

Were these GPGI (GPGI) option grants an open-market purchase or compensation?

They are compensation-related awards, not open-market purchases. The filing describes them as stock options granted under GPGI’s Amended and Restated Non-Employee Director Compensation Policy, issued in lieu of the director’s $75,000 annual cash retainer at his election.

What is the purpose of GPGI (GPGI) issuing options instead of a cash retainer?

The options were issued in lieu of a cash retainer. Under the Amended and Restated Non-Employee Director Compensation Policy, the director elected to receive stock options rather than a $75,000 annual cash payment, aligning his compensation more directly with the company’s equity value.

What type of security is involved in this GPGI (GPGI) Form 4 filing?

The filing involves stock options with an underlying Class A Common Stock. Each option represents a right to buy a share of Class A Common Stock at an exercise price of $12.1600, subject to the vesting schedule and the expiration date of June 11, 2036.

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Accepted by SEC EDGAR 06/15/2026 - 07:00 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DEANGELO JOSEPH 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)
06/11/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$12.16	06/11/2026		A		30,738		⁽¹⁾	06/11/2036	Class A Common Stock	30,738	$0	30,738	D
Stock Option (Right to Buy)	$12.16	06/11/2026		A		15,369		⁽¹⁾	06/11/2036	Class A Common Stock	15,369	$0	15,369	D⁽²⁾

Explanation of Responses:

1. The Stock Options will vest in equal annual installments of 25% each, on June 11, 2027 and on the first, second, and third anniversaries thereof.

2. The Stock Options were issued pursuant to the Amended and Restated GPGI, Inc. Non-Employee Director Compensation Policy in lieu of the annual cash retainer of $75,000 at the Director's election.

	/s/ David A.P. Marshall, Attorney-in-Fact for Joseph J. DeAngelo	06/15/2026
	** 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)

Source: View Original Filing on SEC EDGAR