COMMITMENTS AND CONTINGENCIES

Operating Leases

Holdings leases certain office space and manufacturing space under arrangements currently classified as leases under ASC 842. See Note 8 for future minimum commitments under all non-cancelable operating leases.

Tax Receivable Agreement

The Company is obligated to make payments under the Tax Receivable Agreement to the TRA Holders. See Note 2. Although the actual timing and amount of any payments that may be made under the agreement will vary, the Company expects the cash obligation required will be significant. Any payments made under the Tax Receivable Agreement will generally reduce the amount of overall cash flows that might have otherwise been available to the Company. To the extent that the Company is unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by the Company. The Tax Receivable Agreement liability includes amounts to be paid assuming the Company will have sufficient taxable income over the term of the Tax Receivable Agreement to utilize the related tax benefits. In determining the estimated timing of payments, the current year’s taxable income was used to extrapolate an estimate of future taxable income.

During 2025, the Company recorded a remeasurement increase to the TRA liability resulting from the change in blended state income tax rate. The corresponding $3,465 loss was recognized in the consolidated statements of operations. Additional information regarding this remeasurement is included in Note 14 — Income Taxes.

As of December 31, 2025, the Company had the following obligations expected to be paid pursuant to the Tax Receivable Agreement:


Year ending December 31,
2026	$	16,193
2027	15,590
2028	15,855
2029	16,133
2030	16,429
Later years	191,153
Total Payments	$	271,353

In addition to the above, the Tax Receivable Agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of Holdings’ assets resulting from any future purchases, redemptions or exchanges of Holdings' interests by holders. The Company currently expect to fund these future Tax Receivable Agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.

Litigation

The Company may be, from time to time, party to various disputes and claims arising from normal business activities. The Company accrues for amounts related to legal matters if it is probable that a liability has been incurred and the amount is reasonably estimable. Litigation costs are expensed as incurred.

Historical Timeline

Fiscal Year	Filed
2025	Mar 12, 2026	Showing above
2024	Mar 5, 2025

2023	Mar 12, 2024

2022	Mar 10, 2023

2021	Mar 14, 2022

2020	Mar 29, 2021

About Commitments Disclosures

Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.

Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.

GPGI, Inc. Commitments Disclosure

Historical Timeline

About Commitments Disclosures

Other Available Disclosures