GMR Solutions Inc. SEC Filings

GMR Solutions Inc. has a concentrated shareholder base led by Pegasus Aggregator Holdco LLC and related KKR-managed entities, together with Henry R. Kravis and George R. Roberts as reporting persons. As of June 30, 2026, they may be deemed to beneficially own 168,027,379.1707 shares of Class A common stock, representing about 81.1% of the outstanding Class A shares on an as-converted basis under Rule 13d-3. This position consists of 14,785,611 Class A shares and 153,241,768.1707 warrants held by Pegasus Aggregator Holdco LLC. A minority third-party investor in Pegasus Aggregator Holdco LLC can, starting 18 months after the IPO closing, request the sale of up to 9,935,455.54 Class A shares underlying certain warrants, over which the reporting group retains voting and dispositive power.

Invesco Ltd., as a parent holding company to its investment advisers, reports beneficial ownership of 3,088,978 shares of GMR Solutions Inc. common stock on a Schedule 13G. This stake represents 5.7% of the outstanding common stock.

The shares are held of record by clients of Invesco’s advisory subsidiaries, with Invesco reporting sole voting and dispositive power over all 3,088,978 shares and no shared power. The clients, as holders of record, have the right to receive dividends and sale proceeds, and no single person has greater than 5% economic ownership of this class.

GMR Solutions Inc. reported modest top-line growth but a sharp earnings swing for the quarter ended June 30, 2026, while significantly reshaping its capital structure following its May IPO. Net revenue was $1.49 billion for the quarter and $2.95 billion year-to-date, up from $1.44 billion and $2.81 billion in 2025. Operating income fell to $56.7 million from $241.0 million in the prior-year quarter, and the company recorded a net loss of $28.3 million versus net income of $80.8 million a year earlier, largely reflecting higher interest expense and substantially higher stock-based compensation tied to the IPO.

For the first six months, GMR remained profitable with net income of $78.1 million, though below $118.8 million in 2025. Operating cash flow was strong at $217.3 million, supporting heavy financing activity. The company completed its IPO of 31.9 million Class A shares at $15.00 per share, generating $446.8 million in net proceeds, and used those funds, private warrant proceeds and cash on hand to redeem all outstanding Series B preferred stock and repay about $670.0 million of senior secured term loans due 2032. Long-term debt (including current portion) decreased to $4.47 billion from $5.10 billion, while cash and cash equivalents were $420.0 million as of June 30, 2026.

Leverage remains elevated and the balance sheet now includes a $468.4 million liability under a new tax receivable agreement tied to pre-IPO tax attributes, alongside 169.1 million warrants outstanding that could add future dilution. Moody’s upgraded GMR’s corporate family rating to B1, reducing the term loan interest margin by 25 basis points, and interest rate swaps with a combined notional of up to $1.5 billion further stabilize borrowing costs.

GMR Solutions Inc. reported second-quarter 2026 net revenue of $1.49B, up 3.3% year over year, and $2.95B for the first half, up 4.9%. Despite revenue growth, the company posted a Q2 net loss of $28.3M versus prior-year net income of $80.8M, and first-half net income declined to $78.1M from $118.8M. Q2 Adjusted EBITDA was $284.5M, down 11.8%, while first-half Adjusted EBITDA was broadly flat at $589.6M, down 1.8%.

Management highlighted that the 2025 comparison benefited from $74.3M of favorable revenue estimate developments related to No Surprises Act claims. The company reaffirmed full-year 2026 guidance, targeting net revenue of $5.89B–$6.18B and Adjusted EBITDA of $1.135B–$1.195B, with cash used for net capital expenditures and aircraft financing expected at 5.1%–5.3% of net revenue. GMR generated $217.3M of operating cash in the first half, reduced long-term debt to $4.27B from $4.90B, redeemed $445.1M of redeemable preferred stock, and increased stockholders’ equity to $789.3M.

Norges Bank, the central bank of Norway, reports a passive ownership stake in GMR Solutions Inc. common stock. As of June 30, 2026, Norges Bank beneficially owned 2,950,000 shares of GMR Solutions Inc., representing 5.4618% of the outstanding common stock. Norges Bank has sole voting power and sole dispositive power over all these shares, with no shared voting or dispositive authority.

Certain shares are held on behalf of the Government of Norway, reflecting Norges Bank’s role as an investment manager. Norges Bank also certifies that the foreign regulatory regime applicable to its investment management division is substantially comparable to that of functionally equivalent U.S. institutions and undertakes to provide additional information to the Commission staff upon request.

FMR LLC reported beneficial ownership of 3,361,000 shares of GMR Solutions Inc. Class A common stock, representing 6.2% of that class as of June 30, 2026. These shares are held with sole dispositive power and no shared dispositive or voting power at the FMR LLC level.

Abigail P. Johnson is also reported as a beneficial owner of the same 3,361,000 shares, corresponding to 6.2% of the Class A common stock, with sole dispositive power and no voting or shared powers. One or more other persons have the right to receive dividends or sale proceeds from these securities, but no such person holds more than five percent of the outstanding Class A common stock.

GMR Solutions Inc. filed an amended current report to update the role of director Jan Stern Reed. She had been appointed to the Board effective May 12, 2026 as Lead Independent Director without committee assignments disclosed at that time.

As of July 1, 2026, her preliminary committee assignments have been finalized. Ms. Reed is now serving as Chair of the Board’s Nominating, Corporate Governance and Compliance Committee and as a member of the Board’s Audit Committee, clarifying her governance responsibilities.

GMR Solutions Inc. filed a current report announcing that Dr. Amar Desai and Ellen Zane have been appointed to its Board of Directors, effective July 1, 2026. Both are classified as independent under New York Stock Exchange rules and will serve in staggered terms on the Company’s classified Board.

Ms. Zane will serve as a Class II director with a term ending at the 2028 annual meeting, while Dr. Desai will serve as a Class III director with a term ending at the 2029 annual meeting. Dr. Desai joins the Nominating, Corporate Governance and Compliance Committee, and Ms. Zane becomes chair of the Human Capital and Compensation Committee.

Each new director received an award of 9,972 restricted stock units under the 2026 Equity Incentive Plan, vesting on the first anniversary of appointment or earlier upon a Change in Control or certain termination events. The report notes there are no related-party transactions requiring disclosure and includes a press release highlighting their extensive healthcare leadership backgrounds.

Zane Ellen M reported acquisition or exercise transactions in this Form 4 filing.

GMR Solutions Inc. director Zane Ellen M received a grant of 9,972 Restricted Stock Units (RSUs), each tied to one share of Class A common stock. The award was recorded at a price of $0.00 per unit as a compensation grant.

The RSUs may be settled in Class A common stock, cash, or a combination at the company’s discretion and will vest on July 1, 2027. Following this grant, the director’s reported derivative holdings consist of 9,972 RSUs.