{"url_path":"/sec/gmrs/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1898718/0001104659-26-062932-index.html","accession_number":"0001104659-26-062932","cik":"0001898718","ticker":"GMRS","issuer_name":"GMR Solutions Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1898718/0001104659-26-062932-index.html","primary_entity_key":"0001898718","primary_entity_name":"GMR Solutions Inc."},"word_count":383,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nIn connection with the initial\npublic offering (the “IPO”) by GMR Solutions Inc. (the “Company”) of its Class A common stock, par value\n$0.0001 per share (the “Class A Common Stock”), described in the prospectus (the “Prospectus”), dated May 12,\n2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the\n“Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-295169) (as\namended, the “Registration Statement”), the following agreements were entered into:\n\n \n\n·the Underwriting Agreement, dated as of May 12,\n2026, by and between the Company and J.P. Morgan Securities LLC as the representative of the underwriters named therein (the “Underwriting\nAgreement”);\n\n \n\n·the Amended and Restated Registration Rights\nAgreement, dated as of May 12, 2026, by and among the Company and each of the other persons from time to time party thereto (the\n“Registration Rights Agreement”);\n\n \n\n·the Tax Receivable Agreement, dated as of May 14,\n2026, by and among the Company and each of the other persons from time to time party thereto (the “Tax Receivable Agreement”);\n\n \n\n·the Amended and Restated Stockholders’\nAgreement, dated as of May 12, 2026, by and among the Company and the stockholders of the Company party thereto (the “Stockholders’\nAgreement”);\n\n \n\n·the Private Placement Investment Agreement, dated\nas of May 12, 2026, by and among the Company, Pegasus Aggregator Holdco LLC, each of the Ares Investors (as defined therein) and\nSIP V GMR Holdings II, L.P. (the “Private Placement Investment Agreement”); and\n\n \n\n·the Exchange Agreement, dated as of May 12,\n2026, by and between the Company and KKR Aggregator Holdco LLC (the “Exchange Agreement”).\n\n \n\nThe Underwriting Agreement,\nthe Registration Rights Agreement, the Tax Receivable Agreement, the Stockholders’ Agreement, the Private Placement Investment Agreement\nand 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\nby reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously\nfiled as exhibits to the Registration Statement and as described therein. Certain parties to certain of these agreements have various\nrelationships with the Company. For further information, see “Certain Relationships and Related Party Transactions” in the\nProspectus."}