--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-062932" form_type: "8-K" ticker: "GMRS" cik: "0001898718" company_name: "GMR Solutions Inc." filed_at: "2026-05-18T10:15:01+00:00" generated_at: "2026-05-18T10:23:15.622235+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # GMR Solutions completes 31.9M share IPO at $14.25 net; repays $670M debt and redeems $299.5M preferred ## Summary - 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. ## SEC filing metadata - accession: 0001104659-26-062932 - form_type: 8-K - ticker: GMRS - cik: 0001898718 - company_name: GMR Solutions Inc. - filed_at: 2026-05-18T10:15:01+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 3.02, 8.01, 3.03, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/tm2614803d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-062932 - JSON: https://secwatch.observer/filing/0001104659-26-062932.json - Plain text: https://secwatch.observer/filing/0001104659-26-062932.txt ## Key facts - Executive change Jan Stern Reed was appointed as Director at GMR Solutions Inc.. - Action: appointed - Role: Director source text: Effective May 12, 2026, each of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Executive change Timothy Wicks was appointed as Director at GMR Solutions Inc.. - Action: appointed - Role: Director source text: Effective May 12, 2026, each of Jan Stern Reed and Timothy Wicks were appointed to the Board of Directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: the Exchange Agreement, dated as of May 12, 2026, by and between the Company and KKR Aggregator Holdco LLC (the "Exchange Agreement") evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: 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") evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1898718/000110465926062932/0001104659-26-062932-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.