GMR Solutions CEO sells 1.46M, now owns 2.86M

GMRS’s Chairman & CEO reported a large sell-to-cover stock sale related to RSU tax withholding, retaining a substantial direct share position afterward.

Rhea-AI Filing Summary

GMR Solutions Inc. (GMRS) director and Chairman & CEO Nicola Loporcaro reported selling 1,457,102 shares of Class A Common Stock on September 14, 2026 at $12.20 per share. According to the disclosure, these sales were part of broader sell-to-cover transactions to satisfy tax withholding on RSU and performance-based RSU settlements, and Loporcaro now holds 2,855,580 shares directly. No Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Net Seller: 1,457,102 shares

Net Sell 1 txn

Insider Loporcaro Nicola

Role Chairman & CEO

Sold 1,457,102 shs ($17.78M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	1,457,102	$12.20	$17.78M

Holdings After Transaction: Class A Common Stock — 2,855,580 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares sold: 1,457,102 shares Sale price per share: $12.20 per share Shares owned after transaction: 2,855,580 shares

3 metrics

Shares sold 1,457,102 shares Class A Common Stock sold by Nicola Loporcaro on September 14, 2026

Sale price per share $12.20 per share Price for the September 14, 2026 sale transaction

Shares owned after transaction 2,855,580 shares Direct Class A Common Stock holdings of Nicola Loporcaro following the sale

Key Terms

sell-to-cover, restricted stock units, performance-based restricted stock units, tax withholding obligations

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

"in connection with the settlement of restricted stock units and"

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

"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.

tax withholding obligations financial

"shares were sold to cover tax withholding obligations in connection"

FAQ

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

What insider transaction did GMRS report for Nicola Loporcaro?

Nicola Loporcaro reported selling 1,457,102 shares of GMR Solutions Inc. Class A Common Stock on September 14, 2026 at $12.20 per share, as part of broader sell-to-cover transactions tied to restricted stock unit and performance-based restricted stock unit settlements.

Why were GMRS shares sold in this Form 4 filing?

The filing states the 1,457,102 shares were sold to cover tax withholding obligations in connection with the settlement of restricted stock units and performance-based restricted stock units, as part of broader sell-to-cover transactions by GMR Solutions Inc. employees.

How many GMRS shares does Nicola Loporcaro hold after this transaction?

After the reported sale, Nicola Loporcaro directly holds 2,855,580 shares of GMR Solutions Inc. Class A Common Stock, according to the Form 4 disclosure’s post-transaction ownership figure.

At what price were the GMRS shares sold in this insider transaction?

The reported sale by Nicola Loporcaro was executed at a price of $12.20 per share for GMR Solutions Inc. Class A Common Stock on September 14, 2026, characterized as a sale in an open market or private transaction.

Was the GMRS insider sale made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and there is no statement that the transaction was made under a Rule 10b5-1 trading plan.

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 - 06:04 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^*

Loporcaro Nicola

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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		S(1)		1,457,102	D	$12.2	2,855,580	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

Explanation of Responses:

1. 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.

	/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)