GPGI Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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| Item 3.03 | Material Modification to Rights of Security Holders. |
On June 5, 2026, GPGI, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles of conversion and articles of incorporation with the Secretary of State of the State of Nevada, pursuant to which the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Reincorporation”) became effective on June 5, 2026, at 3:00 p.m. Eastern Time (the “Effective Time”). At the Effective Time:
| · | the Company’s state of incorporation and governing law changed from the State of Delaware to the State of Nevada; and |
| · | the affairs of the Company ceased to be governed by the laws of the State of Delaware, the Company’s existing Third Amended and Restated Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws, and instead became governed by the laws of the State of Nevada, the articles of incorporation filed with the Nevada Secretary of State (the “Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”). |
The Reincorporation did not result in any change in the headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Reincorporation). The Reincorporation did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Reincorporation.
At the Effective Time, each outstanding share of Class A common stock, par value $0.0001 per share, of the Delaware corporation (the “Delaware Corporation Common Stock”) automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Nevada corporation (the “Nevada Corporation Common Stock”). Stockholders of the Company do not have to exchange their existing book-entry shares for new book-entry shares. At the Effective Time, each outstanding grant or award of equity awards covering the right to purchase shares and other rights to acquire shares of Delaware Corporation Common Stock as provided for in the applicable equity plan of the Company continued in existence and automatically became an award representing the right to acquire an equal number of shares of Nevada Corporation Common Stock under the same terms and conditions. The shares of the Nevada Corporation Common Stock continue to be traded on the New York Stock Exchange under the symbol “GPGI”.
Certain rights of the Company’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 Charter, the Nevada Bylaws and the effects of the Reincorporation is set forth in the section entitled “Proposal: The Nevada Reincorporation Proposal” in the Proxy Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 20, 2026, as supplemented, which is incorporated by reference herein. Copies of the Plan of Conversion, the Nevada Charter and the Nevada Bylaws 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 reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.
| Item 8.01 | Other Events |
A legal opinion of Brownstein Hyatt Farber Schreck, LLP is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-263617, 333-273982, 333-281483 and 333-288316) previously filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1 | Plan of Conversion | |
| 3.1 | Articles of Incorporation of GPGI, Inc. | |
| 3.2 | Bylaws of GPGI, Inc. | |
| 5.1 | Opinion of Brownstein Hyatt Farber Schreck, LLP | |
| 23.1 | Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GPGI, Inc. | ||
| Date: June 5, 2026 | By: | /s/ David A.P. Marshall |
| Name: | David A.P. Marshall | |
| Title: | Chief Legal Counsel and Corporate Secretary | |