GMR Solutions Inc.

false --12-31 0001898718 0001898718 2026-05-12 2026-05-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2026 GMR Solutions Inc. (Exact name of registrant as specified in its charter) Delaware 001-43289 47-3615769 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 4400 Hwy 121 , Suite 700 , Lewisville , TX 75056 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 972 ) 459-4919 Not applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Class A common stock, par value $0.0001 per share GMRS The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. In connection with the initial public offering (the “IPO”) by GMR Solutions Inc. (the “Company”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated May 12, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-295169) (as amended, the “Registration Statement”), the following agreements were entered into: · the Underwriting Agreement, dated as of May 12, 2026, by and between the Company and J.P. Morgan Securities LLC as the representative of the underwriters named therein (the “Underwriting Agreement”); · the Amended and Restated Registration Rights Agreement, dated as of May 12, 2026, by and among the Company and each of the other persons from time to time party thereto (the “Registration Rights Agreement”); · the Tax Receivable Agreement, dated as of May 14, 2026, by and among the Company and each of the other persons from time to time party thereto (the “Tax Receivable Agreement”); · the Amended and Restated Stockholders’ Agreement, dated as of May 12, 2026, by and among the Company and the stockholders of the Company party thereto (the “Stockholders’ Agreement”); · the Private Placement Investment Agreement, dated as of May 12, 2026, by and among the Company, Pegasus Aggregator Holdco LLC, each of the Ares Investors (as defined therein) and SIP V GMR Holdings II, L.P. (the “Private Placement Investment Agreement”); and · the Exchange Agreement, dated as of May 12, 2026, by and between the Company and KKR Aggregator Holdco LLC (the “Exchange Agreement”). The Underwriting Agreement, the Registration Rights Agreement, the Tax Receivable Agreement, the Stockholders’ Agreement, the Private Placement Investment Agreement and the Exchange Agreement are filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various relationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the Prospectus. Item 1.02 Termination of a Material Definitive Agreement. The Company’s monitoring agreement, dated as of April 28, 2015, with Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) was terminated automatically in accordance with its terms upon the consummation of the IPO. In connection with such termination, the Company will pay monitoring fees for the years 2024, 2025 and 2026 in the aggregate sum of approximately $31 million to the Manager. Affiliates of the Manager are controlling stockholders of the Company and have various relationships with the Company, and an affiliate of the Manager acted as underwriter in connection with the IPO. Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 8.01 below is incorporated by reference in this Item 3.02. Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Directors; Director Compensation Effective May 12, 2026, each of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company (the “Board of Directors”). The Board of Directors has determined that each of Ms. Reed and Mr. Wicks qualifies as “independent” in accordance with the rules of the New York Stock Exchange. The Company’s Charter (as defined below) provides for a classified Board of Directors. Ms. Reed will serve as a Class III director, and Mr. Wicks will serve as a Class I director. There are no arrangements or understandings between each of Ms. Reed and Mr. Wicks and any other person pursuant to which she or he, as applicable, was appointed as a director of the Company. Mr. Wicks will also serve on the Audit Committee of the Board of Directors. In connection with their appointment to the Board of Directors, on May 13, 2026, the Company granted to each of Mr. Wicks and Ms. Reed an award of 12,334 restricted stock units (“RSUs”) under the 2026 Equity Incentive Plan (as defined below), which RSUs will vest on the first anniversary of the IPO (or, if earlier, upon the occurrence of a Change in Control (as defined in the 2026 Equity Incentive Plan) or a termination due to death or Disability (as defined in the 2026 Equity Incentive Plan)). For further information about the Board of Directors, including their bios, committee composition and other information required under Item 404(a) of Regulation S-K, see “Management” in the Prospectus. GMR Solutions Inc. 2026 Equity Incentive Plan Effective May 12, 2026, the Company’s Board of Directors and its majority stockholder adopted and approved the GMR Solutions Inc. 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”) in the form previously filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 13, 2026 (the “Form S-8”). For further information regarding the 2026 Equity Incentive Plan, see “Executive Compensation — Equity Compensation Plans — 2026 Equity Incentive Plan” in the Prospectus. A copy of the 2026 Equity Incentive Plan is incorporated by reference (i) as Exhibit 10.5 and (ii) in this Item 5.02. The above description of the 2026 Equity Incentive Plan is not complete and