GMR Solutions Inc. (GMRS) controlling holders report 81.1% beneficial stake

Rhea-AI Filing Summary

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.

Key Figures

Beneficial ownership: 168,027,379.1707 shares of Class A common stock Ownership percentage: 81.1 % Direct Class A shares held: 14,785,611 shares +4 more

7 metrics

Beneficial ownership 168,027,379.1707 shares of Class A common stock Shares deemed beneficially owned by reporting persons as of June 30, 2026

Ownership percentage 81.1 % Approximate percentage of outstanding Class A common stock on an as-converted basis

Direct Class A shares held 14,785,611 shares Class A common stock held directly by Pegasus Aggregator Holdco LLC

Class A warrants 153,241,768.1707 warrants Warrants to purchase Class A common stock held by Pegasus Aggregator Holdco LLC

Class A shares outstanding 54,011,711 shares Outstanding Class A common stock as of June 1, 2026

Excluded Class B warrants 5,015,666.5746 warrants Warrants to purchase Class B common stock excluded from beneficial ownership

Minority investor sale right 9,935,455.54 shares Class A shares underlying warrants subject to minority investor sale request right

Key Terms

beneficial ownership, dispositive power, warrants, permitted transferee, +1 more

5 terms

beneficial ownership financial

"Reporting Persons may be deemed to beneficially own an aggregate of 168,027,379.1707 shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Sole Dispositive Power 168,027,379.17 8 | Shared Dispositive Power 0.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

warrants financial

"an aggregate of 153,241,768.1707 warrants to purchase Class A Common Stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

permitted transferee financial

"transfer by the holder thereof to a person other than a permitted transferee"

non-voting financial

"Each share of Class B Common Stock is non-voting, except as may be required by law"

Non-voting describes a class of shares or securities that do not carry the right to vote on corporate matters like board elections or major transactions. For investors, this matters because non-voting holdings can still share in profits and price moves like regular shares, but they do not influence company decisions—think of owning a ticket to watch a game without having a say in how the team is run.

FAQ

How much of GMR Solutions Inc. (GMRS) do the reporting persons beneficially own?

The reporting persons may be deemed to beneficially own 168,027,379.1707 shares of GMR Solutions Inc. Class A common stock, representing approximately 81.1% of the outstanding Class A shares on an as-converted basis calculated under Rule 13d-3.

Who are the main reporting persons in the GMR Solutions Inc. (GMRS) Schedule 13G?

The reporting group includes Pegasus Aggregator Holdco LLC, several related KKR entities, and individuals Henry R. Kravis and George R. Roberts. They have agreed to file jointly regarding their beneficial ownership of GMR Solutions Inc. Class A common stock.

What portion of GMR Solutions Inc. (GMRS) holdings are warrants for the reporting persons?

Their beneficial ownership includes an aggregate of 153,241,768.1707 warrants to purchase GMR Solutions Inc. Class A common stock, exercisable into an equal number of shares. These warrants are held directly by Pegasus Aggregator Holdco LLC and are counted in the 13d-3 ownership calculation.

How many GMR Solutions Inc. (GMRS) Class A shares do the reporting persons hold directly?

Pegasus Aggregator Holdco LLC directly holds 14,785,611 shares of GMR Solutions Inc. Class A common stock. The balance of the reporting persons’ beneficial ownership arises from warrants that are exercisable into additional Class A shares.

What is the minority investor’s sale right related to GMR Solutions Inc. (GMRS) warrants?

A minority third-party investor in Pegasus Aggregator Holdco LLC may, beginning 18 months after the IPO closing, request the sale of up to 9,935,455.54 Class A shares underlying warrants. The reporting persons retain voting and dispositive power over these shares, subject to customary protections.

How many GMR Solutions Inc. (GMRS) Class A shares were outstanding for the ownership calculation?

The ownership percentage is based on 54,011,711 GMR Solutions Inc. Class A shares outstanding as of June 1, 2026, as disclosed in the company’s Form 10-Q, and assumes exercise of all warrants beneficially held by the reporting persons.

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Available on EDGAR 08/14/2026 - 04:34 PM Accepted by SEC EDGAR 08/14/2026 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GMR Solutions Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

38013D106

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

Pegasus Aggregator Holdco LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 168,027,379.17
6	Shared Voting Power 0.00
7	Sole Dispositive Power 168,027,379.17
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

Pegasus Aggregator Parent LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 168,027,379.17
6	Shared Voting Power 0.00
7	Sole Dispositive Power 168,027,379.17
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

KKR GMR Consolidated Aggregator LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 168,027,379.17
6	Shared Voting Power 0.00
7	Sole Dispositive Power 168,027,379.17
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

KKR North America Fund XI (AMG) LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 168,027,379.17
6	Shared Voting Power 0.00
7	Sole Dispositive Power 168,027,379.17
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

KKR AMG Managing Member LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 168,027,379.17
6	Shared Voting Power 0.00
7	Sole Dispositive Power 168,027,379.17
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

Henry R. Kravis

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,027,379.17
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,027,379.17

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 38013D106

1

Names of Reporting Persons

George R. Roberts

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 168,027,379.17
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 168,027,379.17

9

Aggregate Amount Beneficially Owned by Each Reporting Person

168,027,379.17

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

81.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GMR Solutions Inc.
(b)	Address of issuer's principal executive offices: 4400 Hwy 121, Suite 700, Lewisville, TX 75056
Item 2.
(a)	Name of person filing: Each of the persons listed below under Item 2 (each, a "Reporting Person" and, collectively, the "Reporting Persons"), have agreed to file one statement with respect to their beneficial ownership of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of GMR Solutions Inc. (the "Issuer"). (i) Pegasus Aggregator Holdco LLC (ii) Pegasus Aggregator Parent LLC (iii) KKR GMR Consolidated Aggregator LLC (iv) KKR North America Fund XI (AMG) LLC (v) KKR AMG Managing Member LLC (vi) Henry R. Kravis (vii) George R. Roberts
(b)	Address or principal business office or, if none, residence: The principal business office for all persons filing (other than Mr. Roberts) is: c/o Kohlberg Kravis Roberts & Co. L.P. 30 Hudson Yards New York, New York 10001 The principal business office for George R. Roberts is: c/o Kohlberg Kravis Roberts & Co. L.P. 2800 Sand Hill Road, Suite 200 Menlo Park, CA 94025
(c)	Citizenship: See Item 4 of each cover page.
(d)	Title of class of securities: Class A common stock, par value $0.0001 per share
(e)	CUSIP Number(s): 38013D106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2026, Reporting Persons may be deemed to beneficially own an aggregate of 168,027,379.1707 shares of Class A Common Stock representing approximately 81.1% of the outstanding shares of Class A Common Stock of the Issuer calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended. The Reporting Persons' beneficial ownership consists of: (i) 14,785,611 shares of Class A Common Stock held directly by Pegasus Aggregator Holdco LLC and (ii) an aggregate of 153,241,768.1707 warrants to purchase Class A Common Stock directly held by Pegasus Aggregator Holdco LLC, exercisable into an equal number of shares of Class A Common Stock (the "Warrants"). Excluded from beneficial ownership is an aggregate of 5,015,666.5746 warrants to purchase Class B common stock ("Class B Common Stock") of the Issuer. Each share of Class B Common Stock will automatically convert into one share of Issuer Class A Common Stock upon the sale or other transfer by the holder thereof to a person other than a permitted transferee. Each share of Class B Common Stock is non-voting, except as may be required by law or otherwise provided by the Issuer's certificate of incorporation. Calculation of beneficial ownership is based on 54,011,711 shares of Class A Common Stock outstanding as of June 1, 2026 as disclosed in the Quarterly Report on Form 10-Q filed by Isser with the Securities and Exchange Commission on June 2, 2026 and assumes the exercise of all of the Warrants beneficially held by Reporting Persons. Each of Pegasus Aggregator Parent LLC (as the sole member of Pegasus Aggregator Holdco LLC), KKR GMR Consolidated Aggregator LLC (as the sole member of Pegasus Aggregator Parent LLC), KKR North America Fund XI (AMG) LLC (as the managing member of KKR GMR Consolidated Aggregator LLC), KKR AMG Managing Member LLC (as the managing member of KKR North America Fund XI (AMG) LLC) and Messrs. Henry R. Kravis and George R. Roberts (as the sole members of KKR AMG Managing Member LLC) may be deemed to be the beneficial owners of the securities directly held by Pegasus Aggregator Holdco LLC but disclaim beneficial ownership of such securities. A minority third-party investor in Pegasus Aggregator Holdco LLC has the right, exercisable beginning 18 months from the closing of the Issuer's initial public offering, to request the sale of up to 9,935,455.54 shares of Class A Common Stock underlying warrants held by Pegasus Aggregator Holdco LLC. The Reporting Persons have voting and dispositive power over these shares, subject to customary protections for a minority holder.
(b)	Percent of class: See Item 4(a) above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of each cover page.
	(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pegasus Aggregator Holdco LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/14/2026

Pegasus Aggregator Parent LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/14/2026

KKR GMR Consolidated Aggregator LLC

Signature:	By: KKR North America Fund XI (AMG) LLC, its managing member By: KKR AMG Managing Member LLC, its managing member /s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/14/2026

KKR North America Fund XI (AMG) LLC

Signature:	By: KKR AMG Managing Member LLC, its managing member /s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/14/2026

KKR AMG Managing Member LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/14/2026

Henry R. Kravis

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	08/14/2026

George R. Roberts

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-fact
Date:	08/14/2026

Exhibit Information

99. 1 Joint Filing Agreement 99. 2 Powers of Attorney