GMR Solutions Inc. 10-Q

Item 5. Other Information Trading Plans On June 15, 2026 , Jessica Hall , Chief Accounting Officer of the Company, entered into a “ Rule 10b5-1 trading arrangement” (as defined in Regulation S-K Item 408) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The sales plan will be in effect until the earlier of (1) June 15, 2027 and (2) the date on which an aggregate of 40,529 shares of our Class A common stock have been sold under the plan. Other than set forth above, during the quarter ended June 30, 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. ​ ​ 44 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 45 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. ​ 46 Table of Contents 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. ​ ​ GMR Solutions Inc. ​ ​ Date: August 12, 2026 /s/ Nicola (Nick) Loporcaro ​ Name: Nicola (Nick) Loporcaro ​ Title: Chairman of the Board of Directors and Chief Executive Officer (Authorized Signatory) ​ ​ ​ Date: August 12, 2026 /s/ Brian Tierney ​ Name: Brian Tierney ​ Title: Executive Vice President and Chief Financial Officer (Principal Financial Officer) ​ ​ ​ 47