GPGI, Inc. 8-K

What Happened GPGI, Inc. announced on June 5, 2026 (effective 3:00 p.m. ET) that it completed a statutory conversion to change its state of incorporation from Delaware to Nevada. The company filed a certificate of conversion with Delaware and articles of conversion and articles of incorporation with Nevada; the Nevada Charter and Nevada Bylaws now govern the company instead of its prior Delaware charter and bylaws. At the Effective Time each outstanding share of the Company’s Class A common stock (par value $0.0001) automatically converted into one share of Nevada common stock (par value $0.0001). No shareholder action or exchange of book-entry shares is required, and GPGI continues to trade on the NYSE under the ticker “GPGI.”

Key Details

• Effective date and time: June 5, 2026 at 3:00 p.m. Eastern Time.
• Share conversion: 1-for-1 automatic conversion of Delaware Class A common stock to Nevada common stock; no physical or book-entry exchange needed.
• Equity awards: existing grants and awards continued unchanged and now represent the same rights to Nevada common stock.
• Operational impact: no change to headquarters, management, employees, material contracts, assets or liabilities (except costs related to the conversion). The company incorporated the change into its Form S-8 registration statements.

Why It Matters Reincorporation changes the state law that governs corporate affairs and certain shareholder rights (as described in the company’s proxy materials), which can affect governance, shareholder protections and legal procedures. For most investors, there is no immediate operational or trading impact—shares remain listed and no action is required. Investors who want details or to evaluate governance changes should review the Nevada Charter, Nevada Bylaws and the Proxy Statement materials referenced in the 8-K.