Form 8-K

8-K — GMR Solutions Inc.

Accession: 0001104659-26-081586

Filed: 2026-07-08

Period: 2026-07-01

CIK: 0001898718

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2619986d1_8k.htm (Primary)

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0001898718

2026-07-01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 1, 2026

GMR Solutions Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-43289

47-3615769

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4400 Hwy 121, Suite 700,

Lewisville, TX 75056

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (972) 459-4919

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each

class

Trading Symbol

Name of each

exchange

on which registered

Class A common stock, par value $0.0001 per share

GMRS

The New York Stock Exchange

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment of Directors; Director Compensation

On July 1, 2026, each

of Dr. Amar Desai and Ellen Zane were appointed to the Board of Directors (the “Board”) of GMR Solutions Inc. (the “Company”),

effective immediately. The Board has determined that each of Dr. Desai and Ms. Zane qualifies as “independent” in

accordance with the rules of the New York Stock Exchange. The Company’s Amended and Restated Certificate of Incorporation provides

for a classified Board. Ms. Zane will serve as a Class II director with a term expiring at the Company’s 2028 annual meeting

of stockholders and Dr. Desai will serve as a Class III director with a term expiring at the Company’s 2029 annual meeting

of stockholders.

Dr. Desai previously

served as the President of Optum Integrated Care at Optum, a national, comprehensive and patient-centered care organization, from August 2025

to March 2026. Prior to that, Dr. Desai served as Chief Executive Officer, Optum Health at UnitedHealth Group from July 2023

through August 2025. Dr. Desai first joined Optum in 2019 when he served as President, HealthCare Partners, and later became

President and CEO of Optum Pacific West and Optum California until 2022. Prior to rejoining Optum, he served as President, Health Care

Delivery of CVS Health from 2022 to 2023. Previously, Dr. Desai served as a senior executive at DaVita, a global leader in dialysis

care, from 2016 to 2019 and from 2010 to 2014, and as Chief Executive Officer of University of Southern California (“USC”)

Care, the faculty practice plan, community network and ambulatory health system of Keck Medicine of USC, from 2014 to 2016. Earlier in

his career, Dr. Desai served as an engagement manager at McKinsey & Company. Dr. Desai earned his bachelor’s

and medical degrees from Brown University, and his master’s in public health from Harvard T.H. Chan School of Public Health. He

has previously served as associate clinical professor of medicine at Keck School of Medicine at USC and held faculty appointments at Stanford

School of Medicine and the David Geffen School of Medicine at UCLA.

Ms. Zane is CEO Emeritus

at Tufts Medical Center, Founding Chair at Tufts Medicine and an Adjunct Assistant Professor of Health Policy and Management at Harvard

T.H. Chan School of Public Health. Ms. Zane previously served as President and Chief Executive Officer of Tufts Medical Center from

2004 to 2011 when she retired from this role. Prior to this, Ms. Zane served as Network President for Mass General Brigham (formerly

Partners Healthcare System), a physician/hospital network sponsored by the Harvard-affiliated Massachusetts General Hospital and Brigham

and Women’s Hospital. Ms. Zane also previously served as Chief Executive Officer of Quincy Hospital in Quincy, Massachusetts.

Ms. Zane currently is a director of several privately held companies, including Perspectum Solutions, a health solutions and imaging

company, Savista, a healthcare revenue cycle management company and AgNovos Healthcare, LLC, a medical device company focused on bone

health. Ms. Zane is currently a director of Boston Scientific, Haemonetics Corporation and Synchrony Financial and previously served

as a director of Azenta, Inc., Century Capital Management, Parexel International Corporation, Lincare Holdings Inc., Press Ganey

Holdings and Fiduciary Trust Company. Ms. Zane has received Honorary Degrees from Curry College, Stonehill College, Bentley University,

University of Massachusetts-Dartmouth and the Mass General Brigham University of Health Professions. Ms. Zane received an MA in audiology

and speech-language pathology from Catholic University of America and a BA from George Washington University.

There are no arrangements

or understandings between each of Dr. Desai and Ms. Zane and any other person pursuant to which he or she, as applicable, was

appointed as a director of the Company. There are no transactions in which either Dr. Desai or Ms. Zane has an interest requiring

disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Dr. Desai will also serve on the Nominating,

Corporate Governance and Compliance Committee of the Board and Ms. Zane will serve as chair of the Human Capital and Compensation

Committee of the Board.

In connection with their

appointment to the Board, on July 1, 2026, the Company granted to each of Dr. Desai and Ms. Zane an award of 9,972 restricted

stock units (“RSUs”) under the GMR Solutions Inc. 2026 Equity Incentive Plan (the “Plan”), which RSUs will vest

on the first anniversary of the date of their appointment (or, if earlier, upon the occurrence of a Change in Control (as defined in the

Plan) or a termination due to death or Disability (as defined in the Plan)).

Item 7.01

Regulation FD Disclosure.

In connection with the foregoing director appointments, the Company

issued a press release on July 8, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

99.1

Press

Release of GMR Solutions Inc. dated July 8, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Signatures

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

GMR Solutions Inc.

Date: July 8, 2026

By:

/s/ Thomas Cook

Name:

Thomas Cook

Title:

Executive Vice President, General Counsel and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619986d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

GMR Solutions Strengthens Board with Appointments

of Healthcare

Leaders Dr. Amar Desai and Ellen Zane

Appointments Complete Board with Expertise Spanning

Healthcare Transformation, Workforce Leadership, Governance and Value-Based Care

Lewisville, Texas (July 8, 2026) — GMR Solutions, Inc.

(NYSE: GMRS) (GMR), the nation's leading emergency medical services (EMS) provider, announced the appointments of Dr. Amar Desai

and Ellen Zane to its Board of Directors, effective July 1, 2026.

The appointments bring decades of leadership experience across healthcare

delivery, value-based care, health system operations, human capital management, and corporate governance, further strengthening the Board

as GMR advances its long-term strategy as a leading provider of emergency medical services.

"The completion of our Board marks an important milestone for

GMR as a public company," said GMR Chief Executive Officer and Chairman Nick Loporcaro. "Our directors bring diverse perspectives

and deep expertise from organizations that have transformed healthcare delivery, improved patient access and driven operational excellence

at scale. We look forward to leveraging their collective insight as we execute our long-term strategy and deliver value for patients,

partners, and shareholders."

Dr. Amar Desai Brings Deep Expertise in Healthcare Delivery

Transformation

Dr. Desai is a respected healthcare executive, with a career spanning

medicine, public health and executive leadership across integrated healthcare systems, physician organizations and Fortune 100 healthcare

companies.

Most recently he served as President of Optum Integrated Care, where

he helped advance clinical quality, patient outcomes and value-based care strategies. Before that, Dr. Desai was Chief Executive

Officer of Optum Health at UnitedHealth Group, overseeing one of the country's largest care delivery organizations serving more than 20

million patients.

Throughout his career, Dr. Desai has focused on expanding innovative

care models that improve outcomes, enhance the patient experience, and lower the total cost of care. His leadership experience includes

senior roles at CVS Health, DaVita, USC Care, and McKinsey & Company.

"As healthcare delivery continues to evolve, organizations that

can effectively connect patients to the right care at the right time will play an increasingly important role in improving outcomes and

strengthening communities," said Dr. Desai. "With innovative programs like 911 Nurse Navigation and rural health transformation

solutions, GMR serves a unique and essential role within the healthcare ecosystem, and I look forward to supporting the company's mission

and future growth."

Dr. Desai will serve on the Board's Nominating, Corporate Governance

and Compliance Committee.

Ellen Zane Adds Decades of Healthcare Leadership and Governance

Experience

Zane is CEO Emeritus of Tufts Medical Center and Founding Chair of

Tufts Medicine. Widely recognized as an influential healthcare leader, she brings more than four decades of experience leading healthcare

organizations through growth, transformation, and operational change.

In addition to her distinguished career in academic medicine and health

system leadership, Zane currently serves on the boards of Boston Scientific, Haemonetics Corporation and Synchrony Financial, among other

organizations and serves as Adjunct Assistant Professor of Health Policy and Management at Harvard T.H. Chan School of Public Health.

Her expertise spans organizational leadership, talent strategy, governance, and operational performance.

"GMR's clinicians and team members serve a vital role in communities

across the country every day," said Zane. "I am honored to join the Board and look forward to helping the company continue investing

in its people, supporting its culture and advancing its mission."

Zane will serve as Chair of the Board's Human Capital and Compensation

Committee.

A Board Built for the Future of Healthcare

With the addition of Desai and Zane, the GMRS Board includes healthcare

and investment leaders such as Timothy Wicks, former Chief Financial Officer of Optum and former Chief Executive Officer of OptumRx; Jan

Stern Reed, former Senior Vice President, General Counsel and Corporate Secretary of Walgreens Boots Alliance, Inc.; Johnny Kim,

Managing Director on KKR's Health Care industry team; Max Lin, Partner and Head of KKR's Health Care industry team; and GMR Chief Executive

Officer and Chairman, Nick Loporcaro.

Together, these leaders bring experience that spans nearly every facet

of the healthcare ecosystem—from care delivery and health system operations to governance, workforce leadership, finance and value-based

care.

Their combined expertise reflects GMR's vision for the future of emergency

medical services—one in which EMS is increasingly recognized as an essential component of the broader healthcare system.

"Healthcare is changing, and GMR is helping lead that transformation,"

said Loporcaro. "Every day, our clinicians make critical decisions, deliver advanced medical care and support patients during some

of the most significant moments of their lives. At the same time, we're increasingly seeing people turn to 911 and emergency services

because they don't know where else to go for care. EMS is no longer defined by transportation; it is an essential entry point into the

healthcare system and a vital link across the continuum of care.”

About Global Medical Response

GMR is the nation’s largest provider of emergency medical services

(“EMS”), delivering EMS and other essential out-of-hospital care in rural and urban communities that represent more than 60%

of the U.S. population. As the only national, fully integrated, air and ground EMS provider, GMR operates in approximately 1,400 counties

across the country. A recognized innovator, GMR develops new solutions to meet evolving industry needs and expand access to high-quality

care. With roughly 34,000 team members, GMR supports roughly 5.5 million patient encounters annually and performs a critical care intervention

every 88 seconds. Its family of solutions includes American Medical Response, Air Evac Lifeteam, REACH Air Medical Services, Guardian

Flight, Med-Trans Corporation, and AirMed International.

Media Contact:

Kirsten Gurmendi

Associate Vice President, Public Relations

media@gmr.net

877.418.2980

Investor Contact:

Krister Sorensen

Vice President, Investor Relations

Investor.relations@gmr.net

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