8-K
filed May 18, 2026, 6:15 AM ET
ticker GMRS
CIK 0001898718
other material
confidence high
sentiment neutral
materiality 0.85
GMR Solutions completes 31.9M share IPO at $14.25 net; repays $670M debt and redeems $299.5M preferred
GMR Solutions Inc.
- IPO of 31,914,893 shares of Class A common at $14.25 net per share (after underwriting discounts).
- Net proceeds used to redeem $299.5M of Series B Preferred Stock and repay ~$670M of 2032 First Lien Term Loan.
- Appointed Jan Stern Reed and Timothy Wicks as independent directors; each granted 12,334 RSUs.
- Executives granted options (strike $15) and RSUs: CEO Loporcaro 1.36M options & 600K RSUs, CFO Tierney 271K options & 120K RSUs.
- Private placement: $500M of warrants (33.3M at $15 each) sold to KKR, Ares, and HPS affiliates; exercises at $0.01.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jan Stern Reed was appointed as Director at GMR Solutions Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective May 12, 2026, each of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Wicks was appointed as Director at GMR Solutions Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Effective May 12, 2026, each of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. entered into Private Placement Investment Agreement with Pegasus Aggregator Holdco LLC, each of the Ares Investors, SIP V GMR Holdings II, L.P. valued at Entered into Private Placement Investment Agreement (effective 2026-05-12).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Pegasus Aggregator Holdco LLC, each of the Ares Investors, SIP V GMR Holdings II, L.P.
- Value
- Entered into Private Placement Investment Agreement
- Effective
- 2026-05-12
Exact text from the filing
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")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. entered into Amended and Restated Registration Rights Agreement with the Company and each of the other persons from time to time party thereto valued at Entered into Amended and Restated Registration Rights Agreement (effective 2026-05-12).
- Action
- entry
- Counterparty
- the Company and each of the other persons from time to time party thereto
- Value
- Entered into Amended and Restated Registration Rights Agreement
- Effective
- 2026-05-12
Exact text from the filing
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")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. entered into Tax Receivable Agreement with the Company and each of the other persons from time to time party thereto valued at Entered into Tax Receivable Agreement (effective 2026-05-14).
- Action
- entry
- Counterparty
- the Company and each of the other persons from time to time party thereto
- Value
- Entered into Tax Receivable Agreement
- Effective
- 2026-05-14
Exact text from the filing
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")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. entered into Underwriting Agreement with J.P. Morgan Securities LLC valued at Entered into Underwriting Agreement in connection with IPO (effective 2026-05-12).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- J.P. Morgan Securities LLC
- Value
- Entered into Underwriting Agreement in connection with IPO
- Effective
- 2026-05-12
Exact text from the filing
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")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. entered into Exchange Agreement with KKR Aggregator Holdco LLC valued at Entered into Exchange Agreement (effective 2026-05-12).
- Action
- entry
- Counterparty
- KKR Aggregator Holdco LLC
- Value
- Entered into Exchange Agreement
- Effective
- 2026-05-12
Exact text from the filing
the Exchange Agreement, dated as of May 12, 2026, by and between the Company and KKR Aggregator Holdco LLC (the "Exchange Agreement")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. entered into Amended and Restated Stockholders’ Agreement with the Company and the stockholders of the Company party thereto valued at Entered into Amended and Restated Stockholders' Agreement (effective 2026-05-12).
- Action
- entry
- Counterparty
- the Company and the stockholders of the Company party thereto
- Value
- Entered into Amended and Restated Stockholders' Agreement
- Effective
- 2026-05-12
Exact text from the filing
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")
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GMR Solutions Inc. terminated Monitoring Agreement with Kohlberg Kravis Roberts & Co. L.P. valued at Monitoring agreement terminated automatically upon consummation of IPO (effective 2026-05-12).
- Action
- termination
- Counterparty
- Kohlberg Kravis Roberts & Co. L.P.
- Value
- Monitoring agreement terminated automatically upon consummation of IPO
- Effective
- 2026-05-12
Exact text from the filing
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.
View on SEC.gov
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