GMR Solutions CFO sells 265,794 shares at $12.20

GMR Solutions’ CFO exercised options for 42,500 shares and sold and withheld shares mainly to cover exercise costs and tax obligations.

Rhea-AI Filing Summary

GMR Solutions Inc. (GMRS) reported that EVP & CFO Brian Scott Tierney exercised fully vested stock options for 42,500 shares of Class A Common Stock at an exercise price of $7.20 per share on September 14, 2026. In connection with this and equity settlements, 30,721 shares were withheld to cover the exercise price and tax withholding obligations, and 265,794 shares were sold at $12.20 per share as part of broader employee sell-to-cover transactions to satisfy tax withholding on restricted stock units and performance-based restricted stock units. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Tierney Brian Scott

Role EVP & CFO

Sold 265,794 shs ($3.24M)

Approx. gross sale proceeds $3.24M

Approx. exercise cost $306K

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to Buy) F3	42,500	$0.00	$0.00
Exercise	Class A Common Stock	42,500	$7.20	$306K
Exercise Price or Tax Liability	Class A Common Stock F1	30,721	$13.26	$407K
Sale	Class A Common Stock F2	265,794	$12.20	$3.24M

Holdings After Transaction: Stock Options (Right to Buy) — 0 contracts (Direct); Class A Common Stock — 554,955 shares (Direct)

Footnotes (3)

1. F1. Represents shares withheld to cover the exercise price and tax withholding obligations in connection with the exercise of expiring stock options and the settlement of restricted stock units.
2. F2. As part of broader sell-to-cover transactions by Issuer employees, these shares were sold to cover tax withholding obligations in connection with the settlement of restricted stock units and performance-based restricted stock units.
3. F3. These stock options are fully vested.

Key Figures

Stock options exercised: 42,500 shares Option exercise price: $7.20 per share Shares withheld for exercise price and taxes: 30,721 shares +3 more

6 metrics

Stock options exercised 42,500 shares Options for Class A Common Stock exercised on September 14, 2026 at $7.20 per share

Option exercise price $7.20 per share Exercise price of fully vested stock options for 42,500 shares

Shares withheld for exercise price and taxes 30,721 shares Withheld in connection with option exercise and RSU settlement to cover exercise price and tax withholding

Shares sold 265,794 shares Class A Common Stock sold on September 14, 2026 as part of sell-to-cover tax transactions

Sale price per share $12.20 per share Price for 265,794 shares of Class A Common Stock sold

Shares withheld for exercise price and tax obligations price reference $13.26 per share Reference price on 30,721 withheld shares used to cover exercise price and tax withholding obligations

Key Terms

sell-to-cover, restricted stock units, performance-based restricted stock units, stock options

4 terms

sell-to-cover financial

"As part of broader sell-to-cover transactions by Issuer employees"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

restricted stock units financial

"tax withholding obligations in connection with the settlement of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based restricted stock units financial

"settlement of restricted stock units and performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

stock options financial

"exercise of expiring stock options and the settlement of restricted stock units"

Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GMRS EVP & CFO Brian Scott Tierney report on this Form 4?

He exercised 42,500 stock options for Class A Common Stock at $7.20 per share and reported related share withholdings and sales on September 14, 2026, largely tied to exercise costs and tax withholding obligations.

How many GMRS options did the CFO exercise and at what price?

He exercised 42,500 stock options for GMRS Class A Common Stock at an exercise price of $7.20 per share. These options were reported as fully vested and the option position shown in the filing was reduced to zero.

How many GMRS shares were withheld to cover exercise price and taxes?

A total of 30,721 shares of GMRS Class A Common Stock were withheld to cover the exercise price and tax withholding obligations related to the exercise of expiring stock options and settlement of restricted stock units.

How many GMRS shares did the CFO sell and at what price?

He sold 265,794 shares of GMRS Class A Common Stock at a price of $12.20 per share. According to a footnote, these sales were part of broader employee sell-to-cover transactions for tax withholding on RSUs and performance-based RSUs.

Were the GMRS Form 4 transactions made under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked in a way that indicates no Rule 10b5-1 trading plan is reported for these transactions, and the footnotes do not describe any such plan.

What types of GMRS equity awards are referenced in the Form 4 footnotes?

The footnotes reference stock options, restricted stock units (RSUs), and performance-based restricted stock units (PRSUs). Shares were withheld or sold to cover the exercise price of expiring options and tax withholding upon settlement of RSUs and PRSUs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 06:07 AM Accepted by SEC EDGAR 09/15/2026 - 06:05 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tierney Brian Scott

(Last) (First) (Middle)

C/O GMR SOLUTIONS INC., 4400 HWY

121, SUITE 700

(Street)

LEWISVILLE TEXAS 75056

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
GMR Solutions Inc. [ GMRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/14/2026		M		42,500	A	$7.2	851,470	D
Class A Common Stock	09/14/2026		F(1)		30,721	D	$13.26	820,749	D
Class A Common Stock	09/14/2026		S(2)		265,794	D	$12.2	554,955	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$7.2	09/14/2026		M			42,500	(3)	09/29/2026	Class A Common Stock	42,500	$0	0	D

Explanation of Responses:

1. Represents shares withheld to cover the exercise price and tax withholding obligations in connection with the exercise of expiring stock options and the settlement of restricted stock units.

2. As part of broader sell-to-cover transactions by Issuer employees, these shares were sold to cover tax withholding obligations in connection with the settlement of restricted stock units and performance-based restricted stock units.

3. These stock options are fully vested.

	/s/ Thomas Cook, Attorney-in-Fact	09/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)