{"url_path":"/sec/gmrs/8-k/2026-05-18/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 ****Other Events.**","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":387,"has_tables":true,"body_markdown":"**Item 8.01****Other Events.**\n\n \n\n**Completion of the IPO**\n\n \n\nOn May 14, 2026,\nthe Company completed the IPO of 31,914,893 shares of Class A Common Stock for net cash consideration of $14.25 per share (net\nof underwriting discounts). As contemplated in the Prospectus, the Company has used the net proceeds from the IPO to redeem its\noutstanding shares of Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”),\nthat were not subject to the Preferred Exchange (as defined in the Prospectus), with the remaining net proceeds, together with the\nnet proceeds from the Private Placement (as defined in the Prospectus) and cash on hand, used to repay approximately $670 million\noutstanding borrowings under the 2032 First Lien Term Loan (as defined in the Prospectus).\n\n \n\n**Exchange and/or Redemption of the Company’s Outstanding\nSeries B Preferred Stock and Warrants**\n\n \n\nOn May 12, 2026, the\nCompany exchanged KKR Stockholder’s (as defined in the Prospectus) outstanding shares of Series B Preferred Stock, which were\nissued pursuant to the certificate of designations, dated May 20, 2024, for 12,381,051 warrants to purchase Class A Common Stock\nat an exercise price of $0.01.\n\n \n\nOn May 12, 2026, the\nCompany exchanged warrants exercisable for 7,103,474 shares of Class A Common Stock, at an exercise price of $0.01 per share, and\nheld by HPS (as defined in the Prospectus) for warrants exercisable for the same number of shares of Class B Common Stock, at an\nexercise price of $0.01 per share.\n\n \n\nOn May 14, 2026, the\nCompany redeemed all of the remaining outstanding shares of Series B Preferred Stock using a portion of the net proceeds of the IPO,\nat an aggregate redemption price equal to $299.5 million.\n\n \n\n**Sale of Private Placement Warrants**\n\n \n\nOn May 15, 2026, funds\naffiliated with each of KKR Stockholder, Ares and HPS (each term, as defined in the Prospectus) purchased, either directly or indirectly,\n$500,000,000 of additional warrants to purchase Class A Common Stock and/or Class B Common Stock (the “Private Placement\nWarrants”) with an exercise price of $0.01 per share in a private placement transaction (the “Private Placement”). The\nCompany issued approximately 33,333,333 Private Placement Warrants in the Private Placement at a purchase price of $15.00 per Private\nPlacement Warrant. The Company has used $500,000,000 of the net proceeds of the Private Placement as described above.\n\n \n\n3"}