GPGI director Knott buys 85,250 shares in open market

GPGI, Inc. director, officer and more-than-10% owner Thomas R. Knott reported an open-market purchase of 85,250 shares of Class A common stock at a weighted average price of $11.67 per share.

Rhea-AI Filing Summary

GPGI, Inc. director, officer and more-than-10% owner Thomas R. Knott reported an open-market purchase of 85,250 shares of Class A common stock at a weighted average price of $11.67 per share. The filing notes individual trade prices ranged from $11.36 to $11.87. Following this transaction, Knott directly holds 129,250 shares. The Form 4 also reports large indirect interests, including 49,290,409 and 879,963 Class A shares held through entities such as Tungsten 2024 LLC and Resolute Compo Holdings LLC, with each party disclaiming beneficial ownership beyond its pecuniary interest.

Insights

Equity ownership analyst

Knott adds to direct GPGI stake with a sizable open-market buy.

Director, officer and more-than-10% holder Thomas R. Knott executed an open-market purchase of 85,250 GPGI Class A shares at a weighted average price of $11.67. This increased his directly held position to 129,250 shares, indicating additional personal capital committed at current trading levels.

The filing also lists substantial indirect positions: 49,290,409 and 879,963 shares held via entities including Tungsten 2024 LLC, Resolute Compo Holdings LLC, and C 323 Holdings, LLC. The footnotes state these securities "are or may be deemed to be beneficially owned" by multiple parties, who each disclaim beneficial ownership beyond their pecuniary interest, underscoring a complex ownership structure.

There is no indication of derivative exercises or sales in this filing, and $11.36–$11.87 trade prices suggest accumulation within a relatively narrow range on June 11, 2026. Subsequent filings may further clarify how these direct and indirect holdings evolve over time.

Insider Trade Summary

Net Buyer: 85,250 shares

Net Buy 3 txns

Insider Knott Thomas R.

Role See remarks

Bought 85,250 shs ($995K)

Type	Security	Shares	Price	Value
Purchase	Class A Common Stock	85,250	$11.67	$995K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 129,250 shares (Direct); Class A Common Stock — 50,170,372 shares (Indirect, See footnote)

Footnotes (3)

1. F1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.36 to $11.87 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 purchased at each separate price within the ranges set forth in this footnote.
2. F2. The securities of the issuer are or may be deemed to be beneficially owned by (i) Tungsten 2024 LLC ("Tungsten"), directly, (ii) John Cote, indirectly as a result of being the manager of Tungsten, (iii) C 323 Holdings, LLC ("C 323 Holdings"), indirectly as a result of its consultation rights with respect to the shares, and (iv) Thomas Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Tungsten, C 323 Holdings and Messrs. Cote and Knott disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
3. F3. The securities of the Issuer are or may be deemed to be beneficially owned by (i) Resolute Compo Holdings LLC ("Resolute Compo Holdings"), directly, (ii) Tungsten, indirectly as a result of being the managing member of Resolute Compo Holdings, (iii) Mr. John Cote, indirectly as a result of being the manager of Tungsten, (iv) C 323 Holdings, indirectly as a result of its consultation rights with respect to the shares, and (v) Mr. Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Resolute Compo Holdings, Tungsten, C 323 Holdings and Messrs. Cote and Knott disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

Key Figures

Shares purchased: 85,250 shares Weighted average price: $11.67 per share Price range: $11.36–$11.87 per share +3 more

6 metrics

Shares purchased 85,250 shares Open-market buy of Class A common stock

Weighted average price $11.67 per share Price for purchased GPGI shares

Price range $11.36–$11.87 per share Range of individual purchase transactions

Direct holdings after transaction 129,250 shares Knott’s direct GPGI Class A position post-trade

Large indirect holding 1 49,290,409 shares Indirect Class A shares via entity structure

Large indirect holding 2 879,963 shares Additional indirect Class A shares via entity structure

Key Terms

open-market purchase, weighted average price, beneficially owned, pecuniary interest, +1 more

5 terms

open-market purchase financial

"reported an open-market purchase of 85,250 shares of Class A common stock"

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

beneficially owned financial

"The securities of the issuer are or may be deemed to be beneficially owned by (i) Tungsten 2024 LLC"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pecuniary interest financial

"disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein."

more-than-10% owner financial

"is_ten_percent_owner": 1"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Thomas R. Knott do in this GPGI (GPGI) Form 4 filing?

Thomas R. Knott reported an open-market purchase of 85,250 shares of GPGI Class A common stock. The weighted average price was $11.67 per share, increasing his directly held position to 129,250 shares after the transaction.

At what prices did Thomas R. Knott buy GPGI Class A common stock?

The reported weighted average purchase price was $11.67 per share for the GPGI stock. Individual trades occurred in multiple transactions at prices ranging from $11.36 to $11.87 per share, according to the Form 4 footnote.

How many GPGI shares does Thomas R. Knott own directly after this transaction?

After the reported open-market purchase, Thomas R. Knott directly holds 129,250 shares of GPGI Class A common stock. This figure reflects his position immediately following the 85,250-share acquisition disclosed in the Form 4 filing.

What indirect GPGI holdings are reported for Thomas R. Knott and related entities?

The Form 4 lists indirect holdings of 49,290,409 and 879,963 GPGI Class A shares through entities including Tungsten 2024 LLC and Resolute Compo Holdings LLC. Footnotes state these securities are or may be deemed beneficially owned, with parties disclaiming ownership beyond pecuniary interest.

Is this GPGI Form 4 transaction a purchase or a sale of shares?

The Form 4 reports an open-market purchase of GPGI shares by Thomas R. Knott. The transaction code is “P,” indicating a buy, and there are no reported sales or derivative exercises in this particular filing.

Does Thomas R. Knott use derivatives or options in this GPGI Form 4?

This Form 4 does not report any derivative securities or option exercises for Thomas R. Knott. All disclosed activity relates to non-derivative Class A common stock holdings, including the 85,250-share open-market purchase and large indirect equity interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 08:00 AM Learn about SEC filing dates

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^*

Knott Thomas R.

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/11/2026		P		85,250	A	$11.67(1)	129,250	D
Class A Common Stock								879,963	I	See footnote(2)
Class A Common Stock								49,290,409	I	See footnote(3)

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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.36 to $11.87 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 purchased at each separate price within the ranges set forth in this footnote.

2. The securities of the issuer are or may be deemed to be beneficially owned by (i) Tungsten 2024 LLC ("Tungsten"), directly, (ii) John Cote, indirectly as a result of being the manager of Tungsten, (iii) C 323 Holdings, LLC ("C 323 Holdings"), indirectly as a result of its consultation rights with respect to the shares, and (iv) Thomas Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Tungsten, C 323 Holdings and Messrs. Cote and Knott disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

3. The securities of the Issuer are or may be deemed to be beneficially owned by (i) Resolute Compo Holdings LLC ("Resolute Compo Holdings"), directly, (ii) Tungsten, indirectly as a result of being the managing member of Resolute Compo Holdings, (iii) Mr. John Cote, indirectly as a result of being the manager of Tungsten, (iv) C 323 Holdings, indirectly as a result of its consultation rights with respect to the shares, and (v) Mr. Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Resolute Compo Holdings, Tungsten, C 323 Holdings and Messrs. Cote and Knott disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.

Remarks:

Principal executive officer and Chief Investment Officer

	/s/ David A.P. Marshall, Attorney-in-Fact for Thomas R. Knott	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)