{"url_path":"/sec/gpgi/8-k/2026-06-05/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 ****Material Modification to Rights of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1823144/0001104659-26-071041-index.html","accession_number":"0001104659-26-071041","cik":"0001823144","ticker":"GPGI","issuer_name":"GPGI, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1823144/0001104659-26-071041-index.html","primary_entity_key":"0001823144","primary_entity_name":"GPGI, Inc."},"word_count":547,"has_tables":true,"body_markdown":"**Item 3.03****Material Modification to Rights of Security Holders.**\n\n \n\nOn June 5, 2026, GPGI, Inc.\n(the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles\nof conversion and articles of incorporation with the Secretary of State of the State of Nevada, pursuant to which\nthe reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Reincorporation”)\nbecame effective on June 5, 2026, at 3:00 p.m. Eastern Time (the “Effective Time”). At the Effective Time:\n\n \n\n·the Company’s state of incorporation and governing law changed from the State of Delaware to the\nState of Nevada; and\n\n \n\n·the affairs of the Company ceased to be governed by the laws of the State of Delaware, the Company’s\nexisting Third Amended and Restated Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws, and\ninstead became governed by the laws of the State of Nevada, the articles of incorporation filed with the Nevada Secretary of State (the\n“Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”).\n\n \n\nThe Reincorporation did not\nresult in any change in the headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities,\nnumber of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Reincorporation).\nThe Reincorporation did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s\nrights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the\nReincorporation.\n\n \n\nAt the Effective Time, each\noutstanding share of Class A common stock, par value $0.0001 per share, of the Delaware corporation (the “Delaware Corporation Common\nStock”) automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Nevada corporation\n(the “Nevada Corporation Common Stock”). Stockholders of the Company do not have to exchange their existing book-entry shares\nfor new book-entry shares. At the Effective Time, each outstanding grant or award of equity awards covering the right to purchase shares\nand other rights to acquire shares of Delaware Corporation Common Stock as provided for in the applicable equity plan of the Company continued\nin existence and automatically became an award representing the right to acquire an equal number of shares of Nevada Corporation Common\nStock under the same terms and conditions. The shares of the Nevada Corporation Common Stock continue to be traded on the New York Stock\nExchange under the symbol “GPGI”.\n\n \n\nCertain rights of the\nCompany’s stockholders were changed as a result of the Reincorporation. A more detailed description of the articles of conversion and the plan of conversion (the “Plan of Conversion”), the Nevada\nCharter, the Nevada Bylaws and the effects of the Reincorporation is set forth in the section entitled “Proposal: The Nevada Reincorporation\nProposal” in the Proxy Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on April\n20, 2026, as supplemented, which is incorporated by reference herein. Copies of the Plan of Conversion, the Nevada Charter and the Nevada\nBylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by\nreference."}