GPGI holders update entity names in ownership report

The ownership percentages use 289,901,892 Class A shares outstanding as of November 3, 2026, and Knott’s reported total includes vested options exercisable within 60 days.

Available on EDGAR 11/06/2026 - 09:00 PM EST Accepted by SEC EDGAR 11/06/2026 - 09:00 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GPGI, Inc.’s reporting persons amended their Schedule 13D to reflect ministerial changes, including entity name changes. They state that the amendment does not reflect an acquisition or disposition of Class A common stock.

Tungsten OpCo Holder LLC reported beneficial ownership of 49,290,409 shares (17.0%), while Tungsten 2024 LLC reported 50,170,372 shares (17.3%). Thomas R. Knott, manager of C 323 Holdings, reported 49,909,168 shares (17.2%), including 489,509 shares acquirable within 60 days through vested stock options. John D. Cote, manager of Tungsten, reported 51,708,627 shares (17.8%). The percentages are based on 289,901,892 Class A shares outstanding as of November 3, 2026; reported holdings overlap because the same shares are attributed to multiple reporting persons.

Key Figures

Class A shares outstanding: 289,901,892 shares Beneficial ownership — Tungsten OpCo Holder LLC: 49,290,409 shares (17.0%) Beneficial ownership — Tungsten 2024 LLC: 50,170,372 shares (17.3%) +4 more

7 metrics

Class A shares outstanding 289,901,892 shares As of November 3, 2026; used as the basis for reported ownership percentages.

Beneficial ownership — Tungsten OpCo Holder LLC 49,290,409 shares (17.0%) Shares held of record by Tungsten OpCo Holder LLC; also attributed to other reporting persons.

Beneficial ownership — Tungsten 2024 LLC 50,170,372 shares (17.3%) Reported aggregate includes 879,963 shares held of record by Tungsten 2024 LLC and shares held by Tungsten OpCo Holder.

Beneficial ownership — Thomas R. Knott 49,909,168 shares (17.2%) Reported aggregate includes 489,509 shares acquirable within 60 days through vested stock options.

Beneficial ownership — John D. Cote 51,708,627 shares (17.8%) Reported aggregate includes shares attributed to entities, his spouse, and vested stock options.

Knott vested stock options 489,509 shares Right to acquire within 60 days.

Cote vested stock options 32,455 shares Right to acquire within 60 days.

Key Terms

beneficial ownership, shared voting power, vested stock options

3 terms

beneficial ownership regulatory

"may each be deemed to share beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power regulatory

"Shared Voting Power 49,290,409.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

vested stock options financial

"through the exercise of vested stock options"

Vested stock options are the portions of an employee’s stock option grant that they have earned the right to buy at a predetermined price after meeting time or performance conditions. For investors, vested options matter because they can convert into actual shares that dilute existing ownership or signal insiders’ confidence when exercised or sold, much like a voucher that becomes redeemable and can change how many tickets are in circulation.

FAQ

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

How many GPGI shares did the reporting persons report owning?

Tungsten OpCo Holder LLC reported 49,290,409 shares; Tungsten 2024 LLC reported 50,170,372; Thomas R. Knott reported 49,909,168; and John D. Cote reported 51,708,627. These amounts overlap because shares held by Tungsten OpCo Holder are attributed to multiple reporting persons.

Did the GPGI Schedule 13D amendment report a share purchase or sale?

No. The reporting persons said the amendment reflects ministerial changes, including entity name changes, and does not reflect any acquisition or disposition of Class A common stock.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

GPGI, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 Par Value per share

(Title of Class of Securities)

20459V105

(CUSIP Number)

Thomas R. Knott
c/o Tungsten OpCo Holder LLC, 445 Park Avenue, Suite 5B
New York, NY, 10022
(212) 256-8405

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 20459V105

1

Name of reporting person

Tungsten OpCo Holder LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,290,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,290,409.00

11

Aggregate amount beneficially owned by each reporting person

49,290,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 49,290,409 shares of Class A Common Stock, $0.0001 par value per share, issued by GPGI, Inc. (the "Class A Common Stock"), held of record by Tungsten OpCo Holder LLC ("Tungsten OpCo Holder"). Row (13) is based upon 289,901,892 shares of Class A Common Stock that were outstanding as of November 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 20459V105

1

Name of reporting person

C 323 Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 49,290,409.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,290,409.00

11

Aggregate amount beneficially owned by each reporting person

49,290,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of 49,290,409 shares of Class A Common Stock held of record by Tungsten OpCo Holder. C 323 Holdings, LLC ("C 323 Holdings") is a non-managing member of Tungsten OpCo Holder. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock held by Tungsten OpCo Holder, subject to certain consultation rights held by C 323 Holdings. Thomas R. Knott, an individual, is the sole and managing member of C 323 Holdings. Accordingly, Tungsten OpCo Holder, C 323 Holdings and Mr. Knott may be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten OpCo Holder. Row (13) is based upon 289,901,892 shares of Class A Common Stock that were outstanding as of November 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 20459V105

1

Name of reporting person

Tungsten 2024 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 50,170,372.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 50,170,372.00

11

Aggregate amount beneficially owned by each reporting person

50,170,372.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Consists of (i) 879,963 shares of Class A Common Stock held of record by Tungsten 2024 LLC ("Tungsten"), and (ii) 49,290,409 shares of Class A Common Stock held of record by Tungsten OpCo Holder. Tungsten is the managing member of Tungsten OpCo Holder, John Cote is the manager of Tungsten and C 323 Holdings is a non-managing member of Tungsten OpCo Holder. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock held by Tungsten OpCo Holder, subject to certain consultation rights held by C 323 Holdings. Mr. Knott is the sole and managing member of C 323 Holdings. Accordingly, Tungsten, Tungsten OpCo Holder, Mr. John Cote, C 323 Holdings and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten OpCo Holder, and Tungsten and Mr. John Cote may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten. Row (13) is based upon 289,901,892 shares of Class A Common Stock that were outstanding as of November 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 20459V105

1

Name of reporting person

Thomas R. Knott

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 618,759.00
8	Shared Voting Power 49,290,409.00
9	Sole Dispositive Power 618,759.00
10	Shared Dispositive Power 49,290,409.00

11

Aggregate amount beneficially owned by each reporting person

49,909,168.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 129,250 shares of Class A Common Stock held directly, (ii) 489,509 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days through the exercise of vested stock options, and (iii) 49,290,409 shares of Class A Common Stock held of record by Tungsten OpCo Holder. Tungsten is the managing member of Tungsten OpCo Holder, John Cote is the manager of Tungsten and C 323 Holdings is a non-managing member of Tungsten OpCo Holder. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock held by Tungsten OpCo Holder, subject to certain consultation rights held by C 323 Holdings. Mr. Knott is the sole and managing member of C 323 Holdings. Accordingly, Tungsten, Tungsten OpCo Holder, Mr. John Cote, C 323 Holdings and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten OpCo Holder, and Tungsten and Mr. John Cote may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten. Row (13) is based upon 289,901,892 shares of Class A Common Stock that were outstanding as of November 3, 2026.

SCHEDULE 13D

CUSIP Number(s): 20459V105

1

Name of reporting person

John D. Cote

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,532,455.00
8	Shared Voting Power 50,176,172.00
9	Sole Dispositive Power 1,532,455.00
10	Shared Dispositive Power 50,176,172.00

11

Aggregate amount beneficially owned by each reporting person

51,708,627.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Consists of (i) 32,455 shares of Class A Common Stock that the Reporting Person has the right to acquire within 60 days through the exercise of vested stock options, (ii) 879,963 shares of Class A Common Stock held of record by Tungsten, (iii) 49,290,409 shares of Class A Common Stock held of record by Tungsten OpCo Holder, (iv) 5,800 shares held by the Reporting Person's spouse and (v) 1,500,000 shares of Class A Common Stock held by Ridge Valley LLC. Tungsten is the managing member of Tungsten OpCo Holder, John Cote is the manager of Tungsten and C 323 Holdings is a non-managing member of Tungsten OpCo Holder. Tungsten, as managing member, has the right to vote and dispose of the shares of Class A Common Stock held by Tungsten OpCo Holder, subject to certain consultation rights held by C 323 Holdings. Mr. Knott is the sole and managing member of C 323 Holdings. Accordingly, Tungsten, Tungsten OpCo Holder, Mr. John Cote, C 323 Holdings and Mr. Knott may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten OpCo Holder, and Tungsten and Mr. John Cote may each be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by Tungsten. Row (13) is based upon 289,901,892 shares of Class A Common Stock that were outstanding as of November 3, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, $0.0001 Par Value per share
(b)	Name of Issuer: GPGI, Inc.
(c)	Address of Issuer's Principal Executive Offices: 309 Pierce Street, Somerset, NEW JERSEY , 08873.
Item 1 Comment: This Amendment No. 8 to Schedule 13D (this "Amendment No. 8") relates to the Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of GPGI, Inc., a Nevada corporation (the "Issuer") and amends the initial statement on Schedule 13D filed by the Reporting Persons on September 19, 2024 (the "Initial Statement" and, as amended by those certain Amendment No. 1 filed on November 29, 2024, Amendment No. 2 filed on February 14, 2025, Amendment No. 3 filed on August 22, 2025, Amendment No. 4 filed on August 27, 2025, Amendment No. 5 filed on September 10, 2025, Amendment No. 6 filed on November 4, 2025, Amendment No. 7 filed on January 14, 2026 and this Amendment No. 8, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. This Amendment No. 8 is being filed to reflect certain ministerial changes, including entity name changes, and not to reflect the acquisition or disposition of any shares of Class A Common Stock by the Reporting Persons.
Item 2.	Identity and Background
(a)	See Row (1) of each Reporting Person's cover page.
(b)	The principal business office of the Reporting Persons is 445 Park Avenue, Suite 5B, New York, NY 10022.
(c)	No change.
(d)	No change.
(e)	No change.
(f)	No change.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented as specified in Appendix A.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read in its entirety as found in Appendix A.
(b)	Item 5(b) is hereby amended and restated to read in its entirety as found in Appendix A.
(c)	None.
(d)	None.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Tungsten OpCo Holder LLC

Signature:	/s/ John D. Cote
Name/Title:	John D. Cote, Manager of Tungsten 2024 LLC, its managing member
Date:	11/06/2026

C 323 Holdings, LLC

Signature:	/s/ Thomas R. Knott
Name/Title:	Thomas R. Knott, Manager
Date:	11/06/2026

Tungsten 2024 LLC

Signature:	/s/ John D. Cote
Name/Title:	John D. Cote, Manager
Date:	11/06/2026

Thomas R. Knott

Signature:	/s/ Thomas R. Knott
Name/Title:	Thomas R. Knott
Date:	11/06/2026

John D. Cote

Signature:	/s/ John D. Cote
Name/Title:	John D. Cote
Date:	11/06/2026