GMR Solutions Inc. 10-Q

Item 5. Other Information Trading Plans During the quarter ended March 31, 2026, no directors or officers , as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408. ​ Officer Appointment Effective May 28, 2026 (the “Effective Date”), the Company appointed Jessica Hall as its Chief Accounting Officer. Ms. Hall will also serve as the Company’s principal accounting officer for purposes of the Exchange Act. Ms. Hall, 46, has served as our SVP, Controller since June 2018 and Vice President, Corporate Controller from March 2018 to June 2018. From October 2013 to March 2018, she served in the accounting function at Envision Healthcare, most recently serving as Vice President, Corporate Controller. Prior to that, Ms. Hall took on roles of increasing responsibility at KPMG from September 2001 through October 2013, ultimately serving as Senior Manager, Audit & Risk Advisory Services. Ms. Hall is a Certified Public Accountant. There are no arrangements or understandings between Ms. Hall and any other person pursuant to which she was appointed as the Company’s Chief Accounting Officer. Ms. Hall does not have any family relationship with any director or other executive officer of the Company, and there are no transactions in which Ms. Hall has an interest requiring disclosure under Item 404(a) of Regulation S-K under the Exchange Act. 38 Table of Contents In conjunction with Ms. Hall assuming the Exchange Act role of principal accounting officer, Brian Tierney is no longer serving as the Company’s principal accounting officer as of the Effective Date. Mr. Tierney will continue in his role as the Company’s Chief Financial Officer and principal financial officer for purposes of the Exchange Act. ​ ​ 39 Table of Contents Item 6. Exhibits ​ ​ ​ Incorporation by Reference Exhibit No. Description of Exhibits Form Exhibit Filing Date ​ ​ ​ ​ ​ 3.1 Amended and Restated Certificate of Incorporation of GMR Solutions Inc. 8-K 3.1 May 18, 2026 ​ ​ ​ ​ ​ 3.2 Second Amended and Restated Bylaws of GMR Solutions Inc . 8-K 3.2 May 18, 2026 ​ ​ ​ ​ ​ 4.1 Form of 2026 Warrant to Purchase Shares of Class A Common Stock of the Registrant. S-1/A 4.5 May 4, 2026 ​ ​ ​ ​ ​ 4.2 Form of 2026 Warrant to Purchase Shares of Class B Common Stock of the Registrant. S-1/A 4.6 May 4, 2026 ​ ​ ​ ​ ​ 4.3 Amended and Restated Registration Rights Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc. and each of the other persons from time to time party thereto. 8-K 4.1 May 18, 2026 ​ ​ ​ ​ ​ 10.1 Tax Receivable Agreement, dated as of May 14, 2026, by and among GMR Solutions Inc. and each of the other persons from time to time party thereto. 8-K 10.1 May 18, 2026 ​ ​ ​ ​ ​ 10.2 Amended and Restated Stockholders’ Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc. and the stockholders party thereto. 8-K 10.2 May 18, 2026 ​ ​ ​ ​ ​ 10.3 Private Placement Investment Agreement, dated as of May 12, 2026, by and among GMR Solutions Inc., Pegasus Aggregator Holdco LLC, each of the Ares Investors party thereto and SIP V GMR Holdings II, L.P. 8-K 10.3 May 18, 2026 ​ ​ ​ ​ ​ 10.4 Exchange Agreement, dated as of May 12, 2026, by and between GMR Solutions Inc. and KKR Aggregator Holdco LLC. 8-K 10.4 May 18, 2026 ​ ​ ​ ​ ​ 10.5† GMR Solutions Inc. 2026 Equity Incentive Plan. S-8 4.4 May 13, 2026 ​ ​ ​ ​ ​ 10.6† Form of Director Restricted Stock Unit Agreement under the 2026 Equity Incentive Plan. S-1/A 10.22 May 4, 2026 ​ ​ ​ ​ ​ 10.7† Form of Employee Restricted Stock Unit Agreement under the 2026 Equity Incentive Plan. S-1/A 10.23 May 4, 2026 ​ ​ ​ ​ ​ 10.8† Form of Option Agreement under the 2026 Equity Incentive Plan. S-1/A 10.24 May 4, 2026 ​ ​ ​ ​ ​ 10.9† GMR Solutions Inc. Non-Employee Director Deferral Plan S-1/A 10.25 April 28, 2026 ​ ​ ​ ​ ​ 10.10† GMR Solutions Inc. 2026 Employee Stock Purchase Plan. S-8 4.5 May 13, 2026 ​ ​ ​ ​ ​ 40 Table of Contents 10.11 Form of Indemnification Agreement S-1/A 10.43 April 28, 2026 ​ ​ ​ ​ ​ 31.1* Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ 31.2* Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ 32.1* Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ 32.2* Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ ​ ​ ​ ​ ​ 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents ​ ​ ​ ​ ​ ​ ​ ​ 104* Cover page formatted as Inline XBRL and contained in Exhibit 101 ​ ​ ​ ​ * Filed herewith. † Management contract or compensatory plan or arrangement. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. ​ 41 Table of Contents Part III - SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ Date: June 2, 2026 GMR Solutions Inc. ​ ​ ​ /s/ Nicola (Nick) Loporcaro ​ Name: Nicola (Nick) Loporcaro ​ Title: Chairman of the Board of Directors and Chief Executive Officer (Authorized Signatory) ​ ​ ​ Date: June 2, 2026 /s/ Brian Tierney ​ Name: Brian Tierney ​ Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) ​ ​ ​ 42