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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under Rule 14a-12

GPGI, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PROXY STATEMENT
April 24, 2026

GPGI, INC.
309 Pierce Street
Somerset, New Jersey 08873

Dear Stockholder:

You are cordially invited to the annual meeting of stockholders (the “Annual Meeting”) of GPGI, Inc. (the “Company”), which will be held virtually at 10:00 a.m. Eastern Time on June 11, 2026. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. You will be able to attend the Annual Meeting and vote during the Annual Meeting via live webcast through the link www.virtualshareholdermeeting.com/GPGI2026.

In connection with the Annual Meeting, you will be asked to consider and vote on certain proposals that are more fully described in the accompanying proxy statement (the “Proxy Statement”). Whether or not you plan to attend the Annual Meeting, we urge you to read the Proxy Statement and consider such information carefully before voting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS
VOTE “FOR” PROPOSALS 1, 2 AND 4 AND “ONE YEAR” ON PROPOSAL 3 PRESENTED IN THE PROXY STATEMENT.

Your vote is very important. Even if you plan to attend the Annual Meeting, if you are a stockholder of record of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), please submit your proxy by Internet, mail or telephone as soon as possible to make sure that your shares are represented at the Annual Meeting, or you may submit your proxy at the Annual Meeting. If you hold your shares of Class A Common Stock in “street name” through a bank, broker or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker or other nominee, which include instructions for voting by Internet or telephone.

On behalf of the Board of Directors, we thank you for your support of GPGI, Inc.

Yours sincerely,


	David M. Cote Executive Chairman of the Board			Thomas R. Knott Principal Executive Officer and Director

This Proxy Statement is dated April 24, 2026. Holders of record of the Company’s Class A Common Stock at the close of business on April 15, 2026 are entitled to receive notice of, and to vote at, the Annual Meeting.

Instructions on how to vote your shares are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which is expected to be mailed on or about April 24, 2026.

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GPGI, INC.
309 Pierce Street
Somerset, New Jersey 08873

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2026

To the Stockholders of GPGI, Inc. (“we,” “our,” or the “Company”):

NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders of the Company (the “Annual Meeting”) will be held virtually at 10:00 a.m. Eastern Time on June 11, 2026.

Virtual Annual Meeting

In order to facilitate stockholder attendance and participation, after careful consideration, the Company’s Board of Directors (the “Board”) has determined to hold a virtual annual meeting in order to enable stockholders to participate from any location and at no cost to stockholders. We believe this is the right choice for the Company at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded substantially the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and vote your shares electronically during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GPGI2026.

To participate in the virtual Annual Meeting, you will need the 16-digit control number included on your “Important Notice Regarding the Availability of Proxy Materials,” proxy card, or voting instruction form. The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time and you should allow ample time for the check-in procedures. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be available on the Annual Meeting website on the day of the Annual Meeting.

Items of Business

At the Annual Meeting, you will be asked to consider and vote upon the following proposals:

A proposal to elect four Class II directors to serve on the Company’s Board of Directors for a term expiring at the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal, or death;

A proposal to approve, on an advisory basis, the 2025 compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

A proposal to approve, on an advisory basis, the frequency (i.e., every one, two or three years) of future advisory votes to approve the compensation of our named executive officers; and

A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The foregoing items of business are more fully described in the accompanying Proxy Statement, which you should read in its entirety and carefully consider prior to casting any votes in connection with such proposals. The Board has set the close of business on April 15, 2026, as the record date (the “Record Date”) for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. Each outstanding

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share of the Company’s Class A Common Stock as of the Record Date entitles its holder to cast one vote on each matter to be voted upon. A list of the stockholders as of the Record Date will be available for inspection by stockholders, for any purpose germane to the Annual Meeting, at the Company’s offices during normal business hours for a period of 10 days prior to the Annual Meeting. The list will also be made available electronically for inspection by stockholders in attendance at the virtual Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting virtually. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Instructions on how to vote your shares via the Internet are contained on the “Important Notice Regarding the Availability of Proxy Materials,” which is expected to be mailed on or about April 24, 2026. Instructions on how to obtain a paper copy of our Proxy Statement and annual report to stockholders for the fiscal year ended December 31, 2025, are listed on the “Important Notice Regarding the Availability of Proxy Materials.” These materials can also be viewed online by following the instructions listed on our proxy card. If you choose to receive a paper copy of our Proxy Statement and annual report, you may vote your shares by completing and returning the proxy card that will be enclosed.

IMPORTANT NOTICE ON THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON JUNE 11, 2026.

OUR PROXY STATEMENT AND ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2025 ARE AVAILABLE AT WWW.PROXYVOTE.COM.

By Order of the Board of Directors

David A.P. Marshall

Chief Legal Counsel and Corporate Secretary

April 24, 2026
Somerset, New Jersey

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	QUESTIONS AND ANSWERS					1
	PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL					7
	CORPORATE GOVERNANCE					14
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					22
	EXECUTIVE OFFICERS & KEY EMPLOYEES					25
	NON-EMPLOYEE DIRECTOR COMPENSATION					26
	COMPENSATION DISCUSSION AND ANALYSIS					28
	PROPOSAL 2: SAY-ON-PAY PROPOSAL					50
	PROPOSAL 3: SAY-ON-FREQUENCY PROPOSAL					51
	PROPOSAL 4: AUDITOR RATIFICATION PROPOSAL					52
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					55
	STOCKHOLDER PROPOSALS AND OTHER INFORMATION					65

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PROXY STATEMENT
APRIL 24, 2026

GPGI, INC.
309 Pierce Street
Somerset, New Jersey 08873

2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2026

This Proxy Statement is being made available via the Internet, beginning on or about April 24, 2026, to the owners of shares of Class A Common Stock (the “Class A Common Stock”) of GPGI, Inc. (the “Company,” “our,” or “we”) as of April 15, 2026 in connection with the solicitation of proxies by our Board of Directors for our 2026 annual meeting of stockholders (the “Annual Meeting”). On or about April 24, 2026, we expect to send an “Important Notice Regarding the Availability of Proxy Materials” (the “Notice”) to our stockholders. You will not automatically receive by mail our Proxy Statement and annual report to stockholders for the fiscal year ended December 31, 2025 (the “annual report”). If you would like to receive a printed copy of our Proxy Statement, annual report and proxy card, please follow the instructions for requesting such materials in the Notice. Upon request, we will promptly mail to you paper copies of such materials free of charge.

QUESTIONS AND ANSWERS

The following section addresses certain questions about this Proxy Statement and the proposals described herein, which are to be presented at the Annual Meeting.

The Annual Meeting will be held virtually at 10:00 a.m. Eastern Time on June 11, 2026. You will be able to attend and vote at the Annual Meeting via live webcast through the link www.virtualshareholdermeeting.com/GPGI2026. Each outstanding share of Class A Common Stock as of April 15, 2026 (the “Record Date”) entitles its holder to cast one vote on each matter to be voted upon.

The following questions and answers may not include all of the information that is important to you as a stockholder of the Company. We urge our stockholders to read this entire Proxy Statement and our annual report and to carefully consider all of such information before casting any votes with respect to the proposals presented herein.

Why did I receive an “Important Notice Regarding the Availability of Proxy Materials”?

In accordance with Securities and Exchange Commission (“SEC”) rules, instead of mailing a printed copy of our proxy materials, we send an “Important Notice Regarding the Availability of Proxy Materials” to stockholders. All stockholders will have the ability to access the proxy materials on a website referred to in the Notice or to request a printed set of these materials at no charge. You will not receive a printed copy of the proxy materials unless you specifically request one from us. Instead, the Notice instructs you as to how you may access and review all of the important information contained in the proxy materials via the Internet and submit your vote via the Internet.

Why is the Annual Meeting a virtual, online meeting?

We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location. We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Detailed instructions on

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how to participate at the Annual Meeting may be found online at www.virtualshareholdermeeting.com/GPGI2026.

What is the purpose of this document?

We are soliciting stockholder votes with respect to the following proposals:

A proposal to elect four Class II directors to serve on the Company’s Board of Directors (the “Board”) for a term expiring at the 2029 annual meeting of stockholders and until their successors are duly elected and qualified, or until such director’s earlier resignation, removal or death (the “Director Election Proposal”);

A proposal to approve, on an advisory basis, the 2025 compensation of our named executive officers as disclosed in this Proxy Statement (the “Say-on-Pay Proposal”);

A proposal to approve, on an advisory basis, the frequency (i.e., every one, two or three years) of future advisory votes to approve the compensation of our named executive officers (the “Say-on-Frequency Proposal”); and

A proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal”).

For more information about these proposals, please see the sections entitled “The Director Election Proposal,” “The Say-on-Pay Proposal,” “The Say-on-Frequency Proposal” and “The Auditor Ratification Proposal.”

What is the difference between holding shares of Class A Common Stock as a stockholder of record and as a beneficial owner?

Certain of our stockholders hold or may in the future hold their shares of Class A Common Stock beneficially through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares owned beneficially and those held of record.

Beneficial Owner: If your shares of Class A Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card by your bank, broker or other nominee, as the case may be. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote. The voting instruction card from your bank, broker or other nominee contains voting instructions for you to use in directing the bank, broker or other nominee how to vote your shares, which include instructions for voting by Internet or telephone. You may also cast your vote by using the 16‑digit control number included on your proxy card, voting instruction card or Notice.

Stockholder of Record: If your shares of Class A Common Stock are registered directly in your name with us or our stock transfer agent, Continental Stock Transfer & Trust Company (“Continental”), you are considered the stockholder of record with respect to those shares and these proxy materials are being sent directly to you by the Company. As the stockholder of record, you have the right to grant your voting proxy directly to us or to vote at the Annual Meeting by following the instructions located at www.virtualshareholdermeeting.com/GPGI2026. You can authorize your proxy or, if you have requested that the proxy materials be sent to you by mail, timely return the proxy card enclosed.

What do I need to do to attend the Annual Meeting?

Stockholders of record as of the Record Date can attend the Annual Meeting online by logging onto our virtual forum at www.virtualshareholdermeeting.com/GPGI2026 and following the instructions provided on your proxy card, voting instruction card or Notice. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card, voting instruction card or Notice. If you do not have this control number at the time of the Annual Meeting, you will still be able to attend virtually, but you will not be able to vote.

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The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Attendees should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the virtual Annual Meeting. Attendees should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the virtual Annual Meeting.

Where can I obtain technical assistance if I encounter technical difficulties accessing virtual meeting?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. A phone number where you can obtain technical assistance will be made available on the day of the Annual Meeting on the virtual Annual Meeting platform.

What constitutes a quorum?

The presence of a quorum is required for business to be conducted at the Annual Meeting. In accordance with Delaware General Corporation Law and our Third Amended and Restated Bylaws (the “Delaware Bylaws”) as of the date of this Proxy Statement, the presence at the Annual Meeting, through virtual attendance or by proxy, of the holders of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. As of the Record Date, our Class A Common Stock was the only class of our capital stock eligible to vote at the Annual Meeting, and there were 289,861,033 shares of our Class A Common Stock outstanding and entitled to vote. If you submit a properly executed proxy card, regardless of whether you abstain from voting, your shares represented by such proxy card will be considered in determining the presence of a quorum.

In the event a majority of the outstanding shares of our Class A Common Stock entitled to vote at the special meeting of stockholders of the Company, to be held on June 4, 2026, vote in favor of the proposal to approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Nevada Reincorporation”), and the Company completes the Nevada Reincorporation prior to the Annual Meeting, the Company will instead be subject to the Nevada Revised Statutes, as amended (the “NRS”), the proposed Nevada articles of incorporation (the “Nevada Charter”) and the proposed Nevada bylaws (the “Nevada Bylaws”). Please refer to Appendix F and Appendix G our definitive proxy statement, filed with the SEC on April 20, 2026, for the forms of the Nevada Charter and Nevada Bylaws, respectively.

If applicable to the Company at the Annual Meeting, the NRS provides that, unless the articles of incorporation or bylaws provide otherwise, a majority of the voting power of the corporation, present in person or by proxy at a meeting of stockholders (regardless of whether the proxy has authority to vote on any matter), constitutes a quorum for the transaction of business. Under the NRS, unless the articles of incorporation or bylaws provide for different proportions, action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action. Unless provided otherwise in the corporation’s articles of incorporation or bylaws, directors are elected at the annual meeting of stockholders by plurality vote. The Nevada Bylaws contain quorum and voting provisions substantially similar to those in the Delaware Bylaws.

How do I vote?

You may vote at the Annual Meeting by following the instructions posted at www.proxyvote.com or by mail, Internet, or telephone. If you hold your shares of Class A Common Stock in “street name” through a bank, broker, or other nominee, you must vote in accordance with the voting instructions provided to you by such bank, broker, or other nominee, which include instructions for voting by Internet or telephone.

•

Voting by Mail: If you are a holder of record of Class A Common Stock and choose to vote by mail, simply complete, sign and date your proxy card and mail it in the accompanying pre-addressed envelope to Broadridge Financial Solutions, Inc. (“Broadridge”). If you hold Class A Common

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Stock beneficially in “street name” and choose to vote by mail, you must complete, sign and date the voting instruction card provided by your bank, broker, or other nominee and mail it in the accompanying pre-addressed envelope within the specified time period.

•

Voting by Internet: If you are a holder of record of Class A Common Stock and choose to vote by the Internet, go to www.proxyvote.com and follow the instructions to obtain your records and to create an electronic voting instruction form to transmit your voting instructions. You must have your proxy card in hand when you access the website and you must transmit your voting instructions by 11:59 p.m. Eastern Time on June 10, 2026, the day before the Annual Meeting.

•

Voting by Telephone: If you are a holder of record of Class A Common Stock and choose to vote by telephone, simply use any touch-tone telephone to transmit your voting instructions by calling the following number: 1-800-690-6903 and following the instructions. You must have your proxy card in hand when you call and you must transmit your voting instructions by 11:59 p.m. Eastern Time on June 10, 2026, the day before the Annual Meeting.

•

Voting at the Annual Meeting: If you attend the virtual Annual Meeting, you will be able to vote online at www.virtualshareholdermeeting.com/GPGI2026.

Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance as described above, so that your vote will be counted if you later decide not to attend the Annual Meeting. Any vote properly cast at the Annual Meeting will supersede any previously submitted proxy or voting instructions. For additional information, please see “— Can I change my vote or revoke my proxy after I return my proxy card?” below.

What is the deadline to provide my proxy?

If you give instructions as to your proxy appointment to the Annual Meeting by telephone or through the Internet, such instructions must be received by 11:59 p.m. Eastern Time on June 10, 2026, the day before the Annual Meeting. If you mail your executed proxy card for the Annual Meeting, such proxy card must be received by June 10, 2026, the day before the Annual Meeting.

How does the Board of Directors recommend I vote on the proposals?

The recommendations of the Board are set forth after the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

•

“FOR” the election of each of the director nominees named in the Director Election Proposal; and

•

“FOR” the Say-on-Pay Proposal; and

•

“ONE YEAR” on the Say-on-Frequency Proposal; and

•

“FOR” the Auditor Ratification Proposal.

How will my shares of Class A Common Stock be voted if I do not indicate a vote on my proxy card?

Your shares will be voted as you indicate on the proxy card or voting instruction form, as applicable. If you return your signed proxy card but do not mark the boxes indicating how you wish to vote, your shares will be voted as recommended by the Board on those items. See the question above entitled “— How does the Board of Directors recommend I vote on the proposals?” Your shares will be voted in accordance with the discretion of the proxyholders as to any other matter that is properly presented at the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

For stockholders of record: If you are the stockholder of record and you do not vote by proxy card or virtually at the Annual Meeting, your shares will not be voted at the Annual Meeting.

For holders in street name: If your shares are held in street name, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Subject to applicable New York Stock

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Exchange (the “NYSE”) and SEC rules, brokers or other nominees who hold shares for a beneficial owner have the discretion to vote on “routine” proposals (such as the Auditor Ratification Proposal) when they have not received voting instructions.

When a proposal is not a routine matter and you have not provided voting instructions to the brokerage firm with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. The missing votes for these non-routine matters are called “broker non-votes.” For the effect of broker non-votes on each proposal, see “— What vote is required to approve each proposal?” below. The Director Election Proposal, Say-on-Pay Proposal and Say-on-Frequency Proposal are non-routine matters, and the Auditor Ratification Proposal is a routine matter. Accordingly, a broker non-vote will not affect the outcome of voting on the Director Election Proposal, Say-on-Pay Proposal and Say-on-Frequency Proposal, and broker non-votes are not applicable to the Auditor Ratification Proposal.

Can I change my vote or revoke my proxy after I authorize or return my proxy card?

Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised at the Annual Meeting. If you are a stockholder of record as of the Record Date, regardless of the way in which you submitted your original proxy, you may change it by:

•

Returning a later-dated signed proxy card or written notice of revocation, as applicable, to Broadridge at c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, Attention: Vote Processing;

•

Submitting written notice of revocation over the Internet at www.proxyvote.com to Broadridge before 11:59 p.m. Eastern Time on June 10, 2026, the day before the Annual Meeting;

•

Calling Broadridge at 1-800-690-6903 before 11:59 p.m. Eastern Time on June 10, 2026, the day before the Annual Meeting; or

•

Attending the Annual Meeting and properly voting using the instructions posted at www.virtualshareholdermeeting.com/GPGI2026.

If your shares of Class A Common Stock are held through a bank, broker, or other nominee, you will need to contact that nominee if you wish to change your voting instructions. You may also vote virtually at the Annual Meeting by using the 16-digit control number included on your proxy card, voting instruction card or Notice. Mere attendance at the Annual Meeting will not cause your previously granted proxy to be revoked.

What vote is required to approve each proposal?

Proposal

Vote Required

What Are My
Voting Choices?

Effect of
Withhold/
Abstentions

Broker
Non-Votes

Director
Election
Proposal

The election of directors shall be determined by a plurality of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon.

“FOR”
or
“WITHHOLD”

No Effect

Say-on-Pay
Proposal

The vote of a majority of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon.

“FOR”,
“AGAINST”, or
“ABSTAIN”

No Effect

Say-on-
Frequency
Proposal

The vote of a majority of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon.

“ONE YEAR”,
“TWO YEARS”,
“THREE YEARS”
or “ABSTAIN”

No Effect

Auditor
Ratification
Proposal

The vote of a majority of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote

“FOR”,
“AGAINST”, or
“ABSTAIN”

No Effect

N/A (Broker
Non-Votes Not
Expected)

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Proposal

Vote Required

What Are My
Voting Choices?

Effect of
Withhold/
Abstentions

Broker
Non-Votes

thereon.

The holders of Class A Common Stock are not entitled to preemptive rights or cumulative voting on any of the aforementioned proposals, nor are such holders entitled to dissenters’ or appraisal rights with respect to such proposals.

Notwithstanding the vote standards described herein, please be advised that the Say-on-Pay Proposal, Say-on-Frequency Proposal and Auditor Ratification Proposal are advisory only and will not be binding on the Company or the Board and will not create or imply any change in the fiduciary duties of, nor impose any additional fiduciary duty on, the Company or the Board or its committees. However, the Board or its Committees, as the case may be, will take into account the outcome of the votes when considering what action, if any, should be taken in response to the advisory votes by stockholders.

What happens if additional matters are presented at the Annual Meeting?

Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxyholders will have the discretion to vote your shares of Class A Common Stock on any additional matters properly presented for a vote at the Annual Meeting or any adjournment, adjournments or postponement of the Annual Meeting.

Who will solicit proxies on behalf of the Board?

Our Board is asking you to give your proxy to Thomas R. Knott, our Chief Executive Officer, and Kurt Schoen, our Chief Financial Officer. Giving your proxy to Messrs. Knott and Schoen means that you authorize Messrs. Knott and Schoen, either of them or their duly appointed substitutes, to vote your shares at the Annual Meeting in accordance with your instructions. All valid proxies received prior to the Annual Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, then the shares will be voted in accordance with the Board’s recommendations.

Proxies may be solicited on behalf of the Board, without additional compensation, by the Company’s directors and certain executive officers or employees of the Company.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Our directors, officers and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. We are required to request that any brokers, trustees and other nominees who hold shares in their names furnish our proxy materials to the beneficial owners of the shares, and we must reimburse these brokers, trustees and other nominees for the expenses of doing so in accordance with statutory fee schedules.

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PROPOSAL 1: THE DIRECTOR ELECTION PROPOSAL

The Company’s Board is divided into three classes with staggered three-year terms.

As of April 7, 2026, thirteen (13) directors were serving on the Board, as follows:

	Class II Director Nominees (Nominated for re-election until 2029)			Class III Directors (Continuing until 2027)			Class I Directors (Continuing until 2028)
	Joseph J. DeAngelo Brian F. Hughes Mark R. James Thomas R. Knott			Rebecca K. Corbin Loree David M. Cote Paul S. Galant Dr. Krishna Mikkilineni Delara Zarrabi			John D. Cote Kevin M. Moriarty Louis Samson Jane J. Thompson

At the Annual Meeting, stockholders will be asked to elect the four Class II directors to serve for a three-year term expiring at the annual meeting of stockholders in 2029.

The Board has nominated Messrs. DeAngelo, Hughes, James and Knott as Class II directors based on the Board’s assessment of their candidacy, including the recommendation of our Nominating and Corporate Governance Committee.

Proxies solicited by or on behalf of the Board will, unless otherwise directed, be voted to elect Messrs. DeAngelo, Hughes, James and Knott. Messrs. DeAngelo, Hughes, James and Knott have each indicated a willingness to continue to serve for the term to which they have been nominated, if elected. In case any nominee is not a candidate at the Annual Meeting, the proxies named in the enclosed form of proxy intend to vote in favor of the remaining nominees and to vote for a substitute nominee in their discretion in such class, as they shall determine.

Set forth on the following pages is information about each of Messrs. DeAngelo, Hughes, James and Knott, including their age, principal occupation, and business experience for at least the past five years and the names of other publicly held companies on whose boards they serve or have served during the past five years.

Vote Required

For the vote standard applicable to this proposal, along with the effect of abstentions and broker non-votes, see “Questions and Answers — What vote is required to approve each proposal?” above.

Board Recommendation

After careful consideration, the Board determined that election of each of the nominees for director named above is advisable and in the best interests of the Company and its stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES FOR CLASS II DIRECTOR NAMED ABOVE.

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Director Nominee Biographies — Class II Directors

Name			Principal Occupation and Business Experience
Joseph J. DeAngelo Age: 64			Mr. DeAngelo has served as a member of the Board since September 17, 2024, and currently serves as the chairperson of the Audit Committee and a member of the Compensation Committee. He has served as a director of Vertiv Holdings Co. (NYSE: VRT), a digital infrastructure and continuity provider, since October 2022 and as Chairman of the Board, President and Chief Executive Officer of HD Supply Holdings, Inc. (“HDS”), one of the largest industrial distributors in North America, beginning in March 2015. Mr. DeAngelo previously served as President and Chief Executive Officer of HDS beginning January 2005, and was a member of HDS’s board beginning August 2007, serving in each position until the closing of the acquisition of HDS by The Home Depot, a home improvement retail corporation, during 2020. Mr. DeAngelo also served as Executive Vice President and Chief Operating Officer of The Home Depot during 2007, and from 2005 to 2006, he served as Executive Vice President of HDS. Mr. DeAngelo is qualified to serve on our Board due to his extensive leadership, management experience, and industry knowledge.
Brian F. Hughes Age: 67			Mr. Hughes has served as a member of our Board since December 27, 2021 and currently serves as a member of the Audit Committee. Mr. Hughes currently serves as a director and audit committee chair of Bentley Systems (Nasdaq: BSY), an infrastructure engineering software company. Mr. Hughes was previously an audit partner, the national private markets group leader, and venture capital co-leader at KPMG LLP, a multinational audit, tax and advisory services firm, where he worked from 2002 to 2019, and an audit partner at Arthur Andersen where he worked from 1981 to 2002. Mr. Hughes received a Master’s in Business Administration and a Bachelor of Science in Economics and Accounting from the Wharton School of the University of Pennsylvania. Mr. Hughes is qualified to serve on our Board because of his financial expertise, extensive accounting, auditing, and venture capital experience as well as his experience as a director and advisor of other companies. Mr. Hughes also has experience in cybersecurity matters, as evidenced by his CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute.
Mark R. James Age: 64			Mr. James has served as a member of the Board since September 17, 2024, and currently serves as the chairperson of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. James had previously served as chairperson of the Nominating and Corporate Governance Committee until February 28, 2025. He is the President of Mark James Enterprises, his own executive consulting business. Previously, Mr. James served in roles of increasing seniority at multinational conglomerate Honeywell for over 20 years before his retirement in July 2020, including nearly 13 years as Chief Human Resources Officer (“CHRO”). Prior to becoming CHRO, Mr. James’ prior roles at Honeywell included serving as Vice President of Human Resources and Communications for Honeywell Aerospace, Vice President of Human Resources and Communications for Honeywell Aerospace Electronic Systems, and HR Director of Federal Manufacturing and Technologies. Mr. James is qualified to serve on our Board due to his deep leadership and management experience, including in the industrial sector.

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Name			Principal Occupation and Business Experience
Thomas R. Knott Age: 40			Mr. Knott has served as a member of the Board since September 17, 2024. Mr. Knott was employed as Co-Chief Investment Officer of the Company from September 25, 2024, until the transfer of his employment to Resolute Holdings Management, Inc. (“Resolute Holdings”) in connection with the completion of the Spin-Off on February 28, 2025, following which he serves as Chief Investment Officer of the Company and, since January 2026, as our principal executive officer. Mr. Knott previously served as the Head of the Permanent Capital Strategies Group in the Consumer and Investment Management Division of Goldman Sachs, a global investment bank and securities firm, starting in March 2018. He was also the CEO, CFO, Secretary and Director of special purpose acquisition companies GSAH I and GSAH II, respectively. Mr. Knott led all aspects of Goldman Sachs’ co-sponsorship of GSAH II from its initial public offering in June 2020 to its merger with Mirion Technologies, a provider of nuclear measurement and detection systems, in October 2021. He also led GSAH I from its initial public offering in June 2018 to its merger with Vertiv in February 2020. Mr. Knott is qualified to serve on our Board due to his years of finance and investing experience and his extensive knowledge of the public markets.

Continuing Director Biographies — Class III Directors

Name			Principal Occupation and Business Experience
Rebecca K. Corbin Loree Age: 48			Ms. Corbin Loree has served as a member of the Board since July 2025, and currently serves as a member of the Compensation Committee. Ms. Corbin Loree is Chief Executive Officer of Corbin Advisors, LLC, a leading strategic investor relations and communications advisory firm, which she founded in 2007. Under her leadership, the firm has grown to serve public and private companies globally, with experience including over half of the S&P 500, and is recognized for its proprietary Inside the Buy-side® and Voice of Investor® research. Prior to founding Corbin Advisors, she served as a Vice President within Thomson Reuters’ Capital Markets Intelligence division, where she established and led the firm’s investor perception study practice. Ms. Corbin Loree is a frequent speaker and media contributor on investor communication and market trends and currently serves on the boards of several nonprofit organizations. She received a B.S. in Business Management with honors from Washington College. Ms. Corbin Loree is qualified to serve on our Board due to her extensive experience advising public and private companies on investor relations and capital markets communications, and her background in investor perception research and market intelligence.
David M. Cote Age: 73			Mr. Cote has served as the Executive Chairman of the Board since September 17, 2024, and as Co-Chief Investment Officer from September 25, 2024 until the transfer of his employment to Resolute Holdings in connection with the completion of the Spin-Off on February 28, 2025, following which he continues to serve as Executive Chairman of the Board. In addition, he has served as the Executive Chairman of the board of directors of Vertiv since February 2020 and as Chief Executive Officer, President and Secretary and Chairman of the board of directors of its predecessor, GSAH I, from April 2018 until February 2020. Mr. Cote previously served as Chairman and Chief Executive Officer of multinational conglomerate Honeywell from July 2002 to March 2017 and subsequently as Executive Chairman of the board of directors of Honeywell until April 2018. He joined Honeywell as President and Chief Executive Officer in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW, a provider of products and services for the

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Name			Principal Occupation and Business Experience
			aerospace, information systems and automotive markets, from August 2001 to February 2002. From February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of multinational conglomerate General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018, as well as a director of Juniper Industrial Holdings, Inc., a special purpose acquisition company, from March 2020 until its merger with Janus International Group Inc. in June 2021. Mr. Cote is the father of Mr. John Cote. Mr. Cote is qualified to serve on our Board due to his many years of experience leading global organizations, his extensive knowledge of the global business environment, and his unique understanding of the opportunities and challenges facing our business.
Paul S. Galant Age: 58			Mr. Galant has served as a member of the Board since September 21, 2022, and currently serves as a member of the Nominating and Corporate Governance Committee. Mr. Galant previously served as an Operating Partner of Churchill Capital, a real estate investment banking and investment firm, from January 2020 to January 2024, and served on the board of directors of Vivint Smart Home, Inc. (NYSE: VVNT), a smart home and security provider, from October 2015 to March 2023. Prior to that, Mr. Galant served as Chief Executive Officer of Brightstar Corp. (“Brightstar”), a leading mobile services company for managing devices and accessories and subsidiary of SoftBank Group Corp., a multinational investment holding company (“Softbank”), and he has served as an Operating Partner of SoftBank. Prior to joining Brightstar, Mr. Galant was the Chief Executive Officer of VeriFone Systems, Inc., an electronic payment transactions company (“VeriFone”), and was a member of VeriFone’s board of directors, since October 2013. Prior to joining VeriFone, Mr. Galant served as the CEO of the Enterprise Payments business of Citigroup, Inc., a multinational financial services corporation (“Citigroup”) since 2010. In this role, Mr. Galant oversaw the design, marketing and implementation of global B2C and C2B digital payments solutions. From 2009 to 2010, Mr. Galant served as CEO of Citi Cards, heading Citigroup’s North American and International Credit Card and Merchant Acquiring businesses. From 2007 to 2009, Mr. Galant served as CEO of Citi Transaction Services, a division of Citigroup’s Institutional Clients Group. From 2002 to 2007, Mr. Galant was the Global Head of the Cash Management business, one of the largest processors of payments globally. Mr. Galant joined Citigroup in 2000. Prior to joining Citigroup, Mr. Galant held positions at Donaldson, Lufkin & Jenrette, Smith Barney, and Credit Suisse. Mr. Galant holds a B.S. in Economics from Cornell University where he graduated a Phillip Merrill Scholar. Mr. Galant is qualified to serve on our Board because of his valuable experience in the financial services industry and in operations matters.

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Name			Principal Occupation and Business Experience
Dr. Krishna Mikkilineni Age: 66			Dr. Mikkilineni has served as a member of the Board since October 18, 2024, and currently serves as the chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee and Audit Committee. Dr. Mikkilineni currently serves as General Partner of StartupXseed, a deep-tech venture fund, and as Co-Founder of The GAIN, a startup accelerator, roles he has held since 2019 and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell International, Inc. for over 33 years, including as global Chief Technology Officer, a role he held for nine years, and as global Chief Information Officer, a role he held for six years. Dr. Mikkilineni has been a member of the board of directors of Kone Corporation, a global elevator and escalator company, since 2022. Dr. Mikkilineni received his Ph.D. in electrical and computer engineering from the University of Florida. Dr. Mikkilineni is qualified to serve on our Board due to his extensive leadership and investing experience, technological expertise, as well as for his experience growing and expanding new businesses.
Delara Zarrabi Age: 44			Ms. Zarrabi has served as a member of the Board since January 12, 2026. Ms. Zarrabi has served as a Managing Director at Platinum Equity Advisors, LLC, a global private equity investment firm (“Platinum Equity”), since May 2020. At Platinum Equity, she leads deal execution for large-cap transactions. She is responsible for the structuring and execution of acquisition and divestiture transactions. She also has responsibilities related to post-acquisition monitoring and oversight of operational performance at select portfolio companies. Prior to June 2020, she served as Vice President, Senior Vice President and Principal at Platinum Equity. She joined Platinum Equity in 2013. Prior to joining Platinum Equity in 2013, Ms. Zarrabi was an analyst at CIBC World Markets, a global investment bank, and a Principal at Paine & Partners, a private equity firm. Ms. Zarrabi has a B.S. in Operations Research and Engineering as well as a Master of Engineering in Operations Research and Industrial Engineering both from Cornell University. Ms. Zarrabi previously served as director of PAE Inc. Ms. Zarrabi is qualified to serve on our Board due to her significant experience in private equity, M&A, business strategy and oversight of portfolio companies.

Continuing Director Biographies — Class I Directors

Name			Principal Occupation and Business Experience
John D. Cote Age: 44			Mr. Cote has served as a member of the Board since September 17, 2024. He has served as a Managing Partner and founder of SRM Equity Partners, LLC, a private equity firm, since October 2013. Among his previous roles, Mr. Cote served as the Chief Executive Officer of Industrial Inspection & Analysis, Inc., an inspection, testing and analytical business, from September 2015 to September 2019, and has served as Chairman since September 2015. Mr. Cote brings a background in investment banking from his years at J.P. Morgan Chase & Co, a global investment bank and financial services firm, from 2005 to 2011, where he worked on equity, debt, and M&A transactions in the Natural Resources Coverage group, and where he was a member of the Corporate Client Banking strategy team. Mr. Cote is the son of Mr. David Cote. Mr. Cote is qualified to serve on our Board due to his deep leadership and investing experience, including in the industrial sector.

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Name			Principal Occupation and Business Experience
Kevin M. Moriarty Age: 60			Mr. Moriarty has served as a member of the Board since July 2025, and currently serves as a member of the Nominating and Corporate Governance Committee. Mr. Moriarty also currently serves as Principal of KMM Ventures LLC, where he advises and invests in early-stage companies. From 2018 to 2020, he served as Executive Vice President and Chief Financial Officer of Blue Yonder, a global supply chain software company. Prior to that, he served as Senior Vice President and Chief Financial Officer of Avnet, Inc., a Fortune 500 leading global technology distributor and solutions provider, from 2013 to 2017, and previously held senior financial leadership roles at Honeywell International Inc. and Bristol-Myers Squibb Company. Mr. Moriarty began his career at PricewaterhouseCoopers LLP, where he was an audit partner. He received his B.S. in Accounting with honors from Rutgers University. Mr. Moriarty served on the board of directors of Vertiqal Studios (TSX: VRTS) from 2023-2025, where he served as the chairman of the audit committee and the corporate governance and nominating committee. Mr. Moriarty is qualified to serve on our Board due to his significant financial, accounting and public company experience, including his prior service as a chief financial officer and audit partner.
Louis Samson Age: 53			Mr. Samson has served as a member of the Board since January 12, 2026. Mr. Samson has also served as Co-President at Platinum Equity, a global private equity investment firm, since 2023 and is a member of Platinum Equity’s investment committee. Mr. Samson leads the firm’s New York, Greenwich and London-based investment teams and manages the operations of those offices. Mr. Samson joined Platinum Equity in 2007 and plays an active role in Platinum’s day-to-day activities as well as its strategic direction. Prior to joining Platinum Equity, Mr. Samson was a Managing Director in the Mergers & Acquisitions Group at CIBC World Markets, the investment banking subsidiary of the Canadian Imperial Bank of Commerce, a global investment bank. Prior to his role at CIBC World Markets, Mr. Samson was a Mergers & Acquisitions attorney at Stikeman Elliott LLP, a Canadian law firm. Mr. Samson is a graduate of Ottawa University Law School and Le Petit Seminaire de Quebec College. Mr. Samson also serves on the board of directors of Custom Truck One Source (NYSE: CTOS). Mr. Samson previously served as director of PAE Inc. Mr. Samson is qualified to serve on our Board due to his significant experience in private equity, M&A, executive leadership and corporate governance.
Jane J. Thompson Age: 74			Ms. Thompson has served as a member of the Board since December 2021 and currently serves as a member of the Compensation Committee. She had previously served during 2024 as Chairperson of the Compensation Committee until September 17, 2024, and as a member of the Nominating and Corporate Governance Committee from September 17, 2024 to February 28, 2025. Ms. Thompson is the founder and Chief Executive Officer of Jane J. Thompson Financial Services LLC, a management consulting firm she founded in 2011. From May 2002 to June 2011, Ms. Thompson served as President of Walmart Financial Services, a division of Walmart Stores, Inc. that provides money services, products and solutions to Walmart customers. Previously, she led the Sears Credit, Sears Home Services, and Sears Online groups within Sears, Roebuck & Company, a department store chain, and was a partner with McKinsey & Company, Inc. advising consumer companies. From February 2022 to November 2025, Ms. Thompson served as a director for Katapult Holdings, Inc. (Nasdaq: KPLT), a financial technology company. Since 2012, Ms. Thompson has served on numerous public and private boards in fintech, financial services and payments. She currently serves as a director for Navient Corporation (Nasdaq: NAVI), an education financing company. Ms. Thompson received a Master’s in Business Administration from Harvard Business School

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Name			Principal Occupation and Business Experience
			and a Bachelor’s in Business Administration in Marketing from the University of Cincinnati. Ms. Thompson is qualified to serve on our Board because of her extensive experience in the fields of fintech, financial services and payments, and management consulting, as well as her experience as a member of various boards of directors.

Stockholder Nominations for Director Candidates

In order for a stockholder to nominate a person for election to the Board or bring other business before the 2027 annual meeting of stockholders, the stockholder must comply with the advance notice provisions of the Delaware Bylaws, which require that the stockholder deliver written notice to the Corporate Secretary and comply with the other requirements set forth in the Delaware Bylaws. The Nevada Bylaws contain similar advance notice provisions and stockholders must comply with similar requirements if and when they apply to us. See “Stockholder Proposals and Other Information — Deadline for Submission of Stockholder Proposals and Recommendations for Director” for more information.

Directors Nominated Pursuant to Nomination Rights

Each of Messrs. David M. Cote, John D. Cote, DeAngelo and Knott have been designated by Resolute Compo Holdings LLC (“Resolute Compo Holdings”), pursuant to the terms of the Governance Agreement (as defined below). Each of Mr. Samson and Ms. Zarrabi have been designated by Platinum Equity, pursuant to the terms of the Investor Rights Agreement (as defined below). See “Certain Relationships and Related Party Transactions” for more information on the Governance Agreement and the Investor Rights Agreement.

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CORPORATE GOVERNANCE

The Board is committed to governance practices that promote long-term stockholder value and strengthen Board and management accountability to our stockholders, clients and other stakeholders. Our key governance practices include:

•

8 of our 13 directors are independent

•

Separate principal executive officer and Board Chair positions

•

Mandatory stock ownership for CEO, other executive officers and non-employee directors

•

Clawback policy for management incentive compensation

•

Independent directors meet regularly without management

Loss of Controlled Company Status

On August 11, 2025, the Company ceased to be a controlled company. Under NYSE rules, a company that ceases to be a controlled company must comply with the independent board committee requirements as they relate to the nominating and corporate governance and compensation committees on the following phase-in schedule: (i) at least one independent committee member at the time the company ceases to be a controlled company; (ii) at least a majority of independent committee members within 90 days of the date the company ceases to be a controlled company; and (iii) all independent committee members within one year of the date the company ceases to be a controlled company. Additionally, the NYSE rules provide a 12-month phase-in period from the date a company ceases to be a controlled company to comply with the majority independent board requirement.

Currently, a majority of the members of our Board are independent, and all members of our committees are independent.

Board of Directors

The business and affairs of the Company are managed under the direction of our thirteen-member Board in accordance with our charter, our bylaws, and our Corporate Governance Guidelines, copies of which can be found on our website at gpgi.com/corporate-governance. Our Board is divided into three classes of directors, with the directors serving staggered three-year terms, with only one class of directors elected at each annual meeting of our stockholders. Our Class I directors are John D. Cote, Kevin M. Moriarty, Louis Samson and Jane J. Thompson (with their terms expiring at the 2028 annual meeting), our Class II directors are Joseph J. DeAngelo, Brian F. Hughes, Mark R. James and Thomas R. Knott (with their terms expiring at the Annual Meeting) and our Class III directors are Rebecca K. Corbin Loree, David M. Cote (Executive Chairman), Paul S. Galant, Dr. Krishna Mikkilineni and Delara Zarrabi (with their terms expiring at the 2027 annual meeting). Each of our Class II directors are director nominees for election at the Annual Meeting.

John Cote is the son of David Cote. There are no other family relationships among our directors and director nominees, or between our directors, director nominees and executive officers. We believe that our Board’s classified structure provides enhanced continuity and stability in business strategies and policies, which is beneficial for long-term strategic planning and oversight of our operations. We believe that maintaining a classified board structure balances the need for stockholders to express their opinion on the Board’s performance with the need for our directors to focus on our long-term success and maximizing value for stockholders.

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in each of the directors’ individual biographies above. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess, but in identifying and evaluating director nominees, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom,

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and the ability to represent the best interests of our stockholders. The Board evaluates director candidates recommended by stockholders using the same criteria. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

Size of the Board

The Board is authorized to increase or decrease the total number of directors within the limitations prescribed by the Company’s bylaws, subject to the Governance Agreement, the Waiver Agreement and the Investor Rights Agreement (see “— Nomination Rights” above).

Director Independence

The Board has affirmatively determined that each of Ms. Corbin Loree, Mr. DeAngelo, Mr. Galant, Mr. Hughes, Mr. James, Mr. Moriarty, Ms. Thompson and Dr. Mikkilineni is independent per applicable NYSE standards. We encourage candid discussions on sensitive topics by holding executive sessions of Board and committee meetings throughout the year.

Leadership Structure

Our Board believes that the determination of whether the roles of the Company’s principal executive officer and Executive Chairman of the Board be either combined or separated should be made based on the best interests of the Company and its stockholders at any point in time based on the circumstances of the Company from time to time. Currently, our leadership structure separates these roles with Mr. David M. Cote serving as our Executive Chairman of the Board since the closing of the Resolute Transaction on September 17, 2024 and Mr. Knott having served as our principal executive officer since the departure of our former Chief Executive Officer, Mr. Jonathan C. Wilk, in January 2026. We believe that this structure is appropriate as it provides our principal executive officer with the ability to focus on our day-to-day operations while allowing Mr. David M. Cote to lead our Board in its fundamental role of providing advice to, and oversight of, management.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to codify internal Board policies and procedures. These Guidelines include:

•

Role and size of the Board

•

Compensation for non-employee directors

•

Succession planning

•

Interactions with institutional investors, the press, customers, and suppliers

•

Board member qualifications & independence

•

Board committee composition & responsibilities

•

Stock ownership guidelines

•

New member orientation and continuing education for all directors

•

Addressing conflicts of interest

Role of the Board in Risk Oversight

General. One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, and our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee has the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, review related person transactions and other significant conflicts of interest, investigate alleged breaches or violations of the Code of Conduct,

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and review the adequacy and effectiveness of our internal controls over financial reporting. Our Nominating and Corporate Governance Committee is responsible for periodically evaluating our Company’s corporate governance policies and systems in light of the governance risks that we face and the adequacy of our Company’s policies and procedures designed to address such risks. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs is reasonably likely to have a material adverse effect on us.

Cybersecurity. The Board oversees cybersecurity risks directly and through its Audit Committee. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to cybersecurity threats. Our Chief Information Officer provides periodic updates on our cybersecurity risk profile to the Audit Committee and the Board. These updates are designed to enable the Audit Committee and the Board to assess the effectiveness of our cybersecurity program in the prevention, detection, mitigation, and remediation of cybersecurity incidents.

To maintain the security of payment cards during the manufacturing process, we follow extensive policies and procedures to assure compliance with industry security standards, payment networks and client requirements. Malware, spoofing, and other forms of cyber-attack target people at all levels of an organization, and we communicate this to our workforce through mandatory onboarding of our security policy, annual updates, monthly security awareness training, along with regular anti-phishing campaigns and videos on multiple topics to maintain vigilance.

Additional information about our cybersecurity program appears in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in our other reports with the SEC.

Meetings of the Board and its Committees

The Board held a total of eight (8) meetings during the fiscal year ended December 31, 2025. In the year ended December 31, 2025, no member of our Board of Directors attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she served as a director) and (ii) the number of meetings held by all Committees of the Board of Directors (during the periods that he or she served on such Committees). Members of our Board are invited and encouraged to attend each annual meeting of stockholders. In 2025, ten of the members of the Board attended the annual meeting.

During the year ended December 31, 2025:

•

The Board of Directors held eight meetings;

•

The Audit Committee held eleven meetings;

•

The Compensation Committee held seven meetings; and

•

The Nominating and Corporate Governance Committee held five meetings.

Board Committee Membership and Charters

The Board of Directors

Our Board currently has three (3) standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Copies of committee charters are

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posted on our website at gpgi.com/corporate-governance. Our standing Board committees were composed of the following directors as of December 31, 2025:

Director
Independence

Audit
Committee(2)

Compensation
Committee(3)

Nominating
and Corporate
Governance
Committee(4)

David M. Cote(1)

—

Rebecca K. Corbin Loree

Independent

—

Member

—

John D. Cote

—

Joseph J. DeAngelo

Independent

Chairperson

Member

—

Paul S. Galant

Independent

—

Member

Brian F. Hughes(2)

Independent

Member

—

Mark R. James

Independent

—

Chairperson

Member

Thomas R. Knott

—

Dr. Krishna Mikkilineni

Independent

Member

Chairperson

Kevin M. Moriarty

Independent

—

Member

Jane J. Thompson

Independent

—

Member

—

(1)

Executive Chairman of the Board.

(2)

Financial Expert.

(3)

From January 1, 2025 until February 28, 2025, the Audit Committee was comprised of Messrs. DeAngelo (Chair), Fradin and Hughes. In connection with his resignation from the Board, Mr. Fradin resigned from his service as a member of the Audit Committee on February 28, 2025 and was immediately succeeded by Dr. Mikkilineni as a member. On July 12, 2025, Mr. Moriarty was appointed to the Board and joined the Audit Committee as a member. On April 14, 2026, Mr. Moriarty stepped down as a member of the committee.

(4)

From January 1, 2025 until February 28, 2025, the Compensation Committee was comprised of Messrs. Fradin (Chair), James and Knott and Dr. Mikkilineni. In connection with his resignation from the Board, Mr. Fradin resigned from his service as the Chair of the committee on February 28, 2025 and was immediately succeeded by Mr. James as Chair. At such time, Ms. Thompson also joined the committee as a member. On July 12, 2025, Ms. Corbin Loree was appointed to the Board and joined the committee as a member. On September 30, 2025, Mr. Knott stepped down as a member of the committee. On April 14, 2026, Mr. DeAngelo was appointed as a member of the committee.

(5)

From January 1, 2025 until February 28, 2025, the Nominating and Corporate Governance Committee was comprised of Messrs. John D. Cote, DeAngelo, Galant and James (Chair) and Ms. Thompson. On February 28, 2025, Mr. John D. Cote succeeded Mr. James as Chair, who remained a member, and Ms. Thompson stepped down as a member of the committee. On April 14, 2026, Dr. Mikkilineni and Mr. Moriarty were appointed to the committee to serve as Chair and member, respectively, and Messrs. John D. Cote and DeAngelo stepped down from their roles on the committee.

Audit Committee

Our Board has determined that each Audit Committee member meets the definition of an independent director as defined by the applicable NYSE listing standards and the additional independence criteria for members of audit committees specified in the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Board has determined that Mr. Hughes

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qualifies as an “audit committee financial expert,” as such term is defined by SEC rules. The Audit Committee’s responsibilities include:

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Reviewing and discussing with management and the independent auditors our annual audited and interim financial statements

•

Discussing with management major risk assessment and risk management policies and any impacts of such risks or exposures on our financial statements

•

Reviewing all related-party transactions

•

Inquiring and discussing with management compliance with applicable laws and regulations

•

Determining the compensation and oversight of the work of the independent auditors (including disagreements between management and the independent auditors regarding financial reporting)

•

Establishing procedures for any complaints about accounting, internal accounting controls or reports

•

Appointing or replacing the independent auditors and monitoring their independence

•

Discussing with management and the independent auditors significant financial reporting issues and judgments made in connection with our financial statements

•

Verifying the rotation of audit partners

•

Overseeing and monitoring cybersecurity risks

•

Pre-approving all audit services and permitted non-audit services to be performed by our independent auditors, including the fees and terms of the services

•

Investigating any alleged breach or violation of our Code of Conduct and any matters related to accounting, internal accounting controls, financial fraud and similar matters

Compensation Committee

Our Board has determined that each Compensation Committee member is an independent director as defined by the applicable NYSE listing standards. The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser and will be directly responsible for the appointment, compensation, and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. The Compensation Committee’s responsibilities include:

•

Overseeing employee compensation policies and practices

•

Reviewing performance objectives for annual and long-term compensation

•

Reviewing and approving employment agreements for executive officers

•

Overseeing stock ownership guidelines and compensation recoupment policy

•

Reviewing compensation of non-employee directors

•

Reviewing compensation of our Chief Executive Officer and other executive officers, and making a recommendation to the Board for approval of our Chief Executive Officer’s compensation

•

Administering our stock plans and other incentive compensation plans

•

Reviewing all management compensation and benefit plans, including any applicable threshold, target and maximum goals and payment amounts, as well as perquisite arrangements

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Nominating and Corporate Governance Committee

Our Board has determined that each Nominating and Corporate Governance Committee member is an independent director as defined by the applicable NYSE listing standards. Our Nominating and Corporate Governance Committee’s responsibilities include:

•

Identifying individuals qualified to become members of our Board

•

Identifying best practices for corporate governance principles

•

Overseeing the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently

•

Developing and recommending to our Board corporate governance guidelines and principles

Stock Ownership Policy

Since 2023, the Company has implemented mandatory stock ownership guidelines for our executive officers and non-employee directors receiving compensation for their services as a director (“Guideline Participants”). These guidelines are intended to align the interests of our Guideline Participants with those of our stockholders by requiring them to acquire and maintain a meaningful equity stake in the Company.

These guidelines are based on the individual holding shares of our Class A Common Stock with a value equal to a multiple of his or her annual base salary or annual cash retainer, as follows:

	Leadership Position			Market Value of Shares
	Non-Employee Directors			5x annual cash retainer
	Chief Executive Officer			6x annual base salary
	Other Named Executive Officers			3x annual base salary
	Other Senior Leadership Team			1x annual base salary

For purposes of this calculation, stock ownership includes shares of Class A Common Stock owned directly or indirectly, as well as vested and unvested time-based restricted stock units (“RSUs”) and vested performance-based restricted stock units (“PSUs”), but excludes unvested PSUs and unexercised stock options (whether or not vested). Each participant is expected to satisfy these stock ownership guidelines within five years of becoming subject to the guidelines.

Code of Conduct

We have adopted a Code of Conduct (the “Code of Conduct”) applicable to our directors, executive officers and employees that complies with the rules and regulations of the NYSE. The Code of Conduct codifies the business and ethical principles that govern all aspects of our business.

All of our directors, officers and employees are expected to be familiar with the Code of Conduct and to adhere to those principles and procedures set forth in the Code of Conduct that apply to them. Officers, employees and directors are trained on our Code of Conduct annually and must acknowledge completion, which is tracked by the Company’s human resources staff. Essential training includes anti-corruption, anti-harassment, non-discrimination, complaints process, and conflict of interest modules. The Company has posted the Code of Conduct and will post any amendments to the Code of Conduct, as well as any waivers that are required to be disclosed by the rules of the SEC, on the Company’s website at gpgi.com/corporate-governance. In addition, a copy of the Code of Conduct will be provided without charge upon request to us in writing at 309 Pierce Street, Somerset, New Jersey, 08873, Attention: Legal or by telephone at (908) 518-0500.

Whistleblower Hotline

We value compliance, fairness, and transparency, and believe that open, honest communication is the expectation, not the exception. To align with that goal, we employ an independent third-party dedicated whistleblower hotline, available 24 hours a day, seven days a week via telephone and internet to our employees,

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stockholders and others, to encourage the reporting of suspected violations of our Code of Conduct or other Company policies and any illegal or unethical activity, including abuse, misconduct in the workplace, and financial fraud including with respect to accounting, internal controls and auditing, and any retaliation against employees or others who make any good faith allegation of misconduct. Communications that are received through this hotline are reviewed by the Audit Committee.

Policy Against Speculative Trading or Hedging

Our Insider Trading Policy prohibits officers and directors, and any other persons the Company determines should be subject to the policy, as well as their family and/or household members, from directly or indirectly trading in options, warrants, puts and calls or similar instruments of the Company’s securities or selling such securities “short” (i.e., selling stock that is not owned and borrowing the shares to make delivery). In addition, such persons are prohibited from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities. We believe our Insider Trading Policy, and the processes we have implemented for the Company, are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. The foregoing summary of our Insider Trading Policy is qualified in its entirety by reference to the full text of the Insider Trading Policy, which was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and is incorporated herein by reference.

Doing Business in a Responsible Way

We understand that the strength of an organization lies in its people and we are committed to enhancing the experiences of our employees, our suppliers, and our customers. We are committed to high standards of corporate governance. Our framework of governance and monitoring ensures our business complies with the standards dictated by our values and objectives. Some of our highlights in this pillar include the following:

•

We are committed to upholding and promoting human rights in all aspects of our operations, believe in the inherent dignity and equal rights of every individual, and recognize our responsibility to respect and protect these rights;

•

In 2023, we launched a digitized performance management process to provide a more streamlined and efficient process and enable more fruitful performance conversation; and

•

We are an Equal Opportunity Employer.

Supply Chain Responsibility

Building productive and long-term relationships with suppliers is essential to our business growth and success. We believe that fostering strong supplier relationships reduces risk across our supply chain and also helps to strengthen social and environmental practices globally. We respect the human rights of all people and remain dedicated to following labor and business practices which ensure those involved in the creation of our products are respected. We communicate our social and environmental standards to suppliers through our Supplier Code of Conduct. We have high expectations of our vendors and require that they adhere to appropriate standards for legal compliance, anti-corruption and bribery, anti-discrimination, as well as the prohibition of slavery, child labor or human trafficking in any part of the supply chain.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate directly with the Board as a group or any individual member of the Board, including any of our independent directors, should write to: The Board of Directors, c/o GPGI, Inc., 309 Pierce Street, Somerset, New Jersey 08873, Attention: Legal.

Relevant communications will be distributed to any or all directors as appropriate depending on the facts and circumstances outlined in the individual communication. In accordance with instructions from the Board, the Corporate Secretary reviews all correspondence, organizes the communications for review by the Board and distributes such communications to the full Board, to the independent directors or to one or

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more individual members, as appropriate. The Company’s legal function may also forward certain correspondence elsewhere within our Company for review and possible response. In addition, at the request of the Board, communications that do not directly relate to our Board’s duties and responsibilities as directors will be excluded from distribution. Such excluded items include, among others, service or product complaints, service or product inquiries, new service or product suggestions, resumes and other forms of job inquiries, surveys, business solicitations or advertisements. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission. Any excluded communication will be made available to any director upon his or her request.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own more than 10% of our Class A Common Stock to file reports of ownership and changes in ownership with the SEC. SEC regulations require us to identify anyone who failed to file a required report or filed a late report during the most recent fiscal year. Based solely on our review of the copies of such forms received by us, we believe that, during the fiscal year ended December 31, 2025, our executive officers, directors and 10% stockholders complied with all Section 16(a) filing requirements; except that, on January 24, 2025, Mark James filed an amended Form 3 to report certain indirect holdings that were inadvertently omitted from his initial Form 3, which was timely filed on September 17, 2024.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of Class A Common Stock as of April 7, 2026 by:

•

each of the Company’s current directors and NEOs;

•

all current directors and executive officers of the Company as a group, and

•

each person known by the Company to be the beneficial owner of more than 5% of outstanding Class A Common Stock.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of April 7, 2026.

Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of Class A Common Stock beneficially owned by such person.

Name and Address of Beneficial Owner(1)

Number of Shares of Class A
Common Stock

% of Class A
Common Stock(2)

Directors and named executive officers

David M. Cote(3)

321,204

John D. Cote(4)

51,689,236

17.8%

Rebecca K. Corbin Loree(5)

59,295

Joseph J. DeAngelo(6)

334,180

Paul S. Galant(7)

152,971

Brian F. Hughes(8)

127,959

Mark R. James(9)

115,934

Thomas R. Knott(4)

50,459,127

17.4%

Dr. Krishna Mikkilineni(10)

82,281

Kevin M. Moriarty(11)

67,055

Louis Samson

—

Jane J. Thompson(12)

90,244

Delara Zarrabi

—

Jonathan C. Wilk(13)

1,473,616

Mary Holt

—

Dr. Adam Lowe(14)

733,816

Amanda Gourbault(15)

399,097

Gregoire Maes(16)

285,965

Timothy Fitzsimmons(17)

348,464

All directors and executive officers as a group (14 persons)(18)

53,332,114

18.4%

Five Percent Holders

PE Titan CS Holdings, L.P.(19)

52,829,757

18.2%

Tungsten 2024 LLC(4)

50,170,372

17.3%

FMR LLC(20)

31,300,658

10.8%

Less than 1%.

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(1)

The business address of each of our directors and NEOs is c/o GPGI, Inc., 309 Pierce Street, Somerset, New Jersey 08873.

(2)

The beneficial ownership of the Company as of March 2, 2026 is based on 289,861,033 shares of Class A Common Stock outstanding as of such date.

(3)

Reflects (i) 76,449 shares of Class A Common Stock owned by Mr. David M. Cote’s spouse, of which Mr. David M. Cote disclaims beneficial ownership, and (ii) 244,755 shares of Class A Common Stock that Mr. David M. Cote has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(4)

Resolute Compo Holdings is the record holder of 49,290,409 shares of Class A Common Stock. Tungsten 2024 LLC (“Tungsten”) is the managing member of Resolute. John D. Cote, an individual, is the manager of Tungsten. C 323 Holdings, LLC (“C 323 Holdings”) is a non-managing member of Resolute Compo Holdings. Thomas R. Knott, an individual, is the sole and managing member of C 323 Holdings. Mr. John D. Cote, C 323 Holdings and Mr. Knott may be deemed to share beneficial ownership of the shares held of record by Resolute Compo Holdings. Tungsten separately owns 879,963 shares of Class A Common Stock. Ridge Valley LLC is the holder of 1,500,000 shares of Class A Common Stock. Mr. John D. Cote is the manager of Ridge Valley LLC. Also includes, solely with respect to Mr. John D. Cote, 18,864 shares of Class A Common Stock that Mr. John D. Cote has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options and, solely with respect to Mr. Knott, (i) 44,000 shares of Class A Common Stock held by Mr. Knott and (ii) 244,755 shares of Class A Common Stock that Mr. Knott has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options. The business address of Resolute Compo Holdings, Tungsten, Ridge Valley LLC, and C 323 Holdings, LLC is 445 Park Avenue, Suite 5B, New York, NY 10022.

(5)

Reflects 59,295 shares of Class A Common Stock held by Ms. Corbin Loree.

(6)

Reflects (i) 315,316 shares of Class A Common Stock held by Mr. DeAngelo and (ii) 18,864 shares of Class A Common Stock that Mr. DeAngelo has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(7)

Reflects (i) 146,343 shares of Class A Common Stock held by Mr. Galant and (ii) 6,628 shares of Class A Common Stock that Mr. Galant has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(8)

Reflects (i) 121,331 shares of Class A Common Stock held by Mr. Hughes and (ii) 6,628 shares of Class A Common Stock that Mr. Hughes has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(9)

Includes (i) 54,055 shares of Class A Common Stock held by Mr. James, (ii) 21,565 shares of Class A Common Stock held by the Mark R. James Revocable Trust, (iii) 21,450 shares of Class A Common Stock held by the Tammy James Revocable Trust, Mark R. James and Tammy James, trustees, and (iv) 18,864 shares of Class A Common Stock that Mr. James has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(10)

Reflects (i) 64,865 shares of Class A Common Stock held by Dr. Mikkilineni and (ii) 17,416 shares of Class A Common Stock that Dr. Mikkilineni has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(11)

Reflects 67,055 shares of Class A Common Stock held by Mr. Moriarty.

(12)

Reflects (i) 83,813 shares of Class A Common Stock held by Ms. Thompson and (ii) 6,431 shares of Class A Common Stock that Ms. Thompson has the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(13)

Reflects 1,473,616 shares of Class A Common Stock held by Mr. Wilk.

(14)

Reflects 733,816 shares of Class A Common Stock held by Dr. Lowe.

(15)

Reflects 399,097 shares of Class A Common Stock held by Ms. Gourbault.

(16)

Reflects 285,965 shares of Class A Common Stock held by Mr. Maes.

(17)

Reflects 348,464 shares of Class A Common Stock held by Mr. Fitzsimmons.

(18)

Includes an aggregate of (i) 52,748,909 shares of Class A Common Stock held by such individuals and

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(ii) 583,205 shares of Class A Common Stock that such individuals have the right to acquire within 60 days of April 7, 2026 through the exercise of stock options.

(19)

PE Titan CS Holdings, L.P. is the record holder of 52,829,757 shares of Class A Common Stock. Tom Gores is the manager of Platinum Equity, LLC, which is the sole member of Platinum Equity Investment Holdings, LLC, which is the sole member of Platinum Equity Investment Holdings IC (Cayman), LLC, which is the general partner of Platinum Equity InvestCo, L.P., which is the sole member of Platinum Equity Investment Holdings IV, LLC, which is the sole member of Platinum Equity Investment Holdings IV (Cayman), LLC, which is the general partner of Platinum Equity Partners International IV (Cayman), L.P., which is the general partner of PE Titan CS Holdings, L.P. By virtue of these relationships, each of the foregoing entities and Mr. Gores may be deemed to share beneficial ownership of the securities held of record by PE Titan CS Holdings, L.P. The principal business address of each such persons is 360 N Crescent Drive, South Building, Beverly Hills, CA 90210. This information is based solely on a Schedule 13D filed by such persons on January 20, 2026.

(20)

FMR LLC has sole voting power in respect of 31,293,594 shares of Class A Common Stock and sole dispositive power in respect of 31,300,658 shares of Class A Common Stock. Abigail P. Johnson, a director, the chairman and the chief executive officer of FMR LLC, also has sole dispositive power in respect of 31,300,658 shares of Class A Common Stock. The principal business address of each of such persons is 245 Summer Street, Boston, MA 02210. This information is based solely on a Schedule 13G filed by such persons on March 6, 2026.

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EXECUTIVE OFFICERS

Executive Officers

The biographies of Mr. David M. Cote, our Executive Chairman, and Mr. Thomas R. Knott, our principal executive officer, appear under the section titled “Proposal 1: The Director Election Proposal” above.

Kurt Schoen, Principal Financial Officer and Principal Accounting Officer, 44

Mr. Schoen joined the Company as Principal Financial Officer and Principal Accounting Officer in January 2026. Mr. Schoen has also served as the Chief Financial Officer of Resolute Holdings Management, Inc. since February 19, 2025. From September 17, 2024 until the completion of the Spin-Off, he served as a Principal — Investment Analyst at the Company. He previously served from March 2022 to September 2024 as a Principal at I 130 Partners, a private investment firm, taking on operational roles as Interim CEO of Euro-Wall Systems, a manufacturer of premium impact door systems, and Head of M&A at Paschal Air, Plumbing & Electric, an HVAC, plumbing and electrical services company. From March 2016 to July 2021, he was a Senior Equity Analyst at Hightower Advisors, a wealth management firm, after serving as a Senior Equity Analyst at GCI Partners and in equity research at CLSA Americas. Mr. Schoen was previously a Controller at MHR Fund Management, after starting his career at KPMG, and is a CFA Charterholder and CPA.

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NON-EMPLOYEE DIRECTOR COMPENSATION

Compensation Program for Non-Employee Directors

Pursuant to the Board-approved annual compensation program for non-employee directors (the “Director Compensation Policy”), non-employee directors are paid an annual cash retainer and annual retainers for standing committee chair service, in each case, prorated for partial years of service, as reflected in the table below:

Annual Cash Compensation of Non-Employee Directors

The cash compensation program for eligible non-employee directors for 2025 consisted of:

•

Board Member: $50,000

•

Audit Committee Chair: $25,000

•

Compensation Committee Chair: $15,000

•

Nominating and Corporate Governance Committee Chair: $10,000

Equity Compensation of Non-Employee Directors

From January 2025 to February 2025, the Company’s Director Compensation Policy provided that upon joining the Board, each eligible non-employee director receives an initial equity award in the form of options to purchase shares of Class A Common Stock (“Options”), with a grant date value of $200,000 (the “Initial Option Award”). Additionally, the Director Compensation Policy provided that eligible non-employee directors were granted, on an annual basis, Options with a grant date fair value of $200,000 effective on the date of each annual meeting (prorated for new directors based on their appointment date) (the “Annual Option Award”). The Options will vest in four equal annual installments over a four-year period commencing on the grant date and will have an exercise price per share equal to the fair market value of a share of Class A Common Stock at the time of grant. In addition, we provide a program for each eligible non-employee director to elect to convert 25, 50, 75 or 100% of their total annual cash compensation (including the annual cash retainer) into an Option with an equivalent grant date value (the “Option Conversion Program”).

Effective February 8, 2025, in connection with the Spin-Off, the Compensation Committee approved amendments to the Director Compensation Policy (the “Third Amended Director Compensation Policy”). The Third Amended Director Compensation Policy provides that upon joining the Board, each eligible non-employee director received an Initial Option Award, with a grant date value of $150,000. Additionally, the Third Amended Director Compensation Policy provided that eligible non-employee directors would be granted an Annual Option Award with a grant date value of $150,000. Eligible non-employee directors who join the Board after the annual meeting for the year of their appointment would receive a prorated portion of the Annual Option Award. The vesting schedule of the Options remained the same and the Options would have an exercise price per share equal to the fair market value of a share of Class A Common Stock at the time of grant. The reduction in the compensation amounts was intended to account for the overall compensation the non-employee directors would have received from both GPGI and their service on the board of directors of Resolute Holdings Management, Inc., since all of the non-employee directors were members of both boards of directors at that time.

Effective September 23, 2025, in connection with certain individuals being appointed to the Board who were not members of the board of directors of Resolute Holdings Management, Inc., the Compensation Committee approved amendments to the Director Compensation Policy (the “Fourth Amended Director Compensation Policy”). The Fourth Amended Director Compensation Policy provides that upon joining the Board, each eligible non-employee director receives an Initial Option Award, with a grant date value of $200,000, except that each non-employee director who is also a member of the board of directors of Resolute Holdings Management, Inc. or the public parent of any other entity that is managed by Resolute Holdings Management, Inc. or any of its controlled affiliates pursuant to a management agreement or similar agreement (a “Dual-Hatted Director”) receives an Initial Option Award with a grant date value of $150,000 instead. Eligible non-employee directors who join the Board after the annual meeting for the year of their appointment

SEC Form DEF 14A filed by GPGI Inc.