GMS: Coliseum Capital Becomes 10% Owner with 3.8M Shares

Rhea-AI Filing Summary

On 18 June 2025, a group of affiliates headed by Coliseum Capital Management, LLC filed an SEC Form 3 marking their initial beneficial ownership in GMS Inc. (GMS).

The filing discloses indirect ownership of 3,825,151 common shares, allocated as follows: Coliseum Capital Partners, L.P. (2,887,233), Coliseum Capital Co-Invest III, L.P. (25,846), Coliseum Capital Co-Invest IV, L.P. (280,165) and a separate managed account (631,907). No derivative securities are reported.

Managers Christopher S. Shackelton and Adam Gray are named 10% owners via their interests in the reporting entities. Each filer disclaims beneficial ownership beyond their pecuniary stake. The form is administrative; it records an existing position and contains no purchase price, trade date or valuation data.

Positive

• 3,825,151 shares of GMS common stock disclosed under Form 3, confirming a sizable long-term position held by Coliseum Capital–affiliated funds.

Negative

• None.

Insights

Financial Analyst

TL;DR: Coliseum Capital reports 3.83 M GMS shares; disclosure crosses 10% threshold, signals sizeable stake but offers no transaction or valuation data.

This Form 3 establishes Coliseum Capital and related funds as significant shareholders in GMS. Although large, the stake appears pre-existing; the document does not reveal fresh buying, selling, or cost basis. Therefore, immediate valuation impact is limited to market perception of a committed, potentially activist-inclined investor. No leverage, derivatives, or lock-up terms are mentioned, reducing short-term complexity for investors.

Corporate Governance Expert

TL;DR: Filing formalizes Coliseum’s 10%+ ownership, adding a new Schedule 16 insider to GMS; governance implications depend on future actions.

Because the group now qualifies as an insider, future trades will trigger Form 4 disclosures, enhancing transparency. The large block may influence board elections or strategic decisions, but the current document stops at ownership acknowledgement. No director appointments, proxy intentions, or cooperation agreements are disclosed, keeping governance impact neutral for now.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Coliseum Capital Management, LLC, Coliseum Capital, LLC, COLISEUM CAPITAL PARTNERS, L.P., Coliseum Capital Co-Invest III, L.P., Coliseum Capital Co-Invest IV, L.P., Gray Adam, Shackelton Christopher S

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Common Stock, $0.01 par value per share	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value per share — 3,825,151 shares (Indirect, See footnotes)

Footnotes (1)

1. These securities are directly held as follows: (a) 2,887,233 shares of common stock, $0.01 par value per share ("Common Stock"), by Coliseum Capital Partners, L.P. ("CCP"), 25,846 shares of Common Stock by Coliseum Capital Co-Invest III, L.P. ("CCC III") and 280,165 shares of Common Stock by Coliseum Capital Co-Invest IV, L.P. ("CCC IV"), each of which are an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser; and (b) 631,907 shares of Common Stock by a separate account investment advisory client of CCM (the "Separate Account"). Christopher S. Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CCC III, CCC IV, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2025

3. Issuer Name and Ticker or Trading Symbol
GMS Inc. [ GMS ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value per share	3,825,151	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Coliseum Capital Co-Invest III, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Coliseum Capital Co-Invest IV, L.P.

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON CT 06853

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These securities are directly held as follows: (a) 2,887,233 shares of common stock, $0.01 par value per share ("Common Stock"), by Coliseum Capital Partners, L.P. ("CCP"), 25,846 shares of Common Stock by Coliseum Capital Co-Invest III, L.P. ("CCC III") and 280,165 shares of Common Stock by Coliseum Capital Co-Invest IV, L.P. ("CCC IV"), each of which are an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser; and (b) 631,907 shares of Common Stock by a separate account investment advisory client of CCM (the "Separate Account").

2. Christopher S. Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CCC III, CCC IV, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	Coliseum Capital Co-Invest III, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	Coliseum Capital Co-Invest IV, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	Christopher Shackelton, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact	06/23/2025
	** 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 5 (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.

FAQ

How many GMS shares does Coliseum Capital now report owning?

The Form 3 lists 3,825,151 common shares held indirectly through multiple affiliated entities.

Why did Coliseum Capital file a Form 3 for GMS (GMS)?

Crossing the 10% ownership threshold makes the investor a Section 16 insider, requiring an initial Form 3 disclosure.

Are any derivative securities reported in this filing?

No. Table II is blank, indicating no options, warrants or other derivatives are held.

Which Coliseum entities hold the largest portion of GMS stock?

Coliseum Capital Partners, L.P. holds 2,887,233 shares, the largest single block among the listed entities.

Does the filing disclose purchase prices or transaction dates?

No. Form 3 simply states existing ownership; it provides no pricing or trade-date details.