GMS Insider Report: RSUs and Shares Converted to $110 Cash in Merger

Rhea-AI Filing Summary

GMS Inc. director William Bradley Southern reported transactions tied to The Home Depot's acquisition of GMS. On 09/04/2025 Merger Sub completed a cash tender offer and merged into GMS under the Merger Agreement dated June 29, 2025. Mr. Southern had 1,776 shares of GMS common stock tendered and disposed of at $110.00 per share for cash, leaving 0 shares reported following the transaction. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 per unit in cash less applicable withholding, resulting in 0 underlying shares remaining.

Positive

• Completion of the merger with The Home Depot demonstrates the transaction closed as described in the Merger Agreement.
• Insider reporting compliance — the director filed the Form 4 and disclosed disposals and RSU cash-outs tied to the merger.

Negative

• Loss of equity holdings for the reporting director: reported beneficial ownership reduced to 0 shares following the transaction.
• RSUs cancelled and converted to cash, eliminating future equity participation tied to GMS common stock for those awards.

Insights

Corporate Governance Expert

TL;DR Insider dispositions reflect completion of a contractual cash acquisition at $110 per share with equity awards cashed out.

The Form 4 documents a routine, contract-driven change of control disposal rather than open-market trading. The director’s reported dispositions — 1,776 common shares tendered and cancellation of 1,141 RSUs for cash consideration — are fully explained by the Merger Agreement with The Home Depot. From a governance perspective, the filing shows compliance with Section 16 reporting requirements and indicates the issuer’s equity holders were cashed out at the stated per-share price.

M&A Specialist

TL;DR The transactions are the mechanical result of a completed merger and tender offer at $110 per share.

The description clarifies that Merger Sub’s tender offer was followed by a merger effective 09/04/2025, triggering cash-out treatment for outstanding shares and RSUs. The explicit cash consideration of $110.00 per share and the cancellation-and-cash conversion of RSUs are material deal terms reflected in insider filings, confirming deal execution and equityholder payout mechanics.

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

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X

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^*

Southern William Bradley

(Last) (First) (Middle)

GMS INC.

115 PERIMETER CENTER PLACE, SUITE 600

(Street)

ATLANTA GA 30346

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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

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

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

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
Common Stock	09/04/2025		U(1)(2)		1,776	D	$110	0	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
Restricted Stock Units	(3)	09/04/2025		D			1,141	(4)	(4)	Common Stock	1,141	$0	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger dated June 29, 2025 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Gold Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub") and GMS Inc. (the "Issuer"), on September 4, 2025, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger").

2. Represents shares of Issuer common stock that were tendered in the tender offer at a price of $110.00 per share in cash.

3. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

4. Immediately prior to the effective time of the Merger, each outstanding Issuer restricted stock unit, other than a Rollover RSU (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding.

Remarks:

	/s/ Craig D. Apolinsky, Attorney-in-Fact for William Bradley Southern	09/08/2025
	** 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 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.

FAQ

What did GMS director William Bradley Southern report on Form 4 for GMS?

He reported that 1,776 shares were tendered and disposed of at $110.00 per share and 1,141 restricted stock units were cancelled and converted into cash.

Why were the shares and RSUs disposed of or converted?

Per the Form 4, dispositions and RSU cancellations resulted from the Merger Agreement under which Merger Sub completed a cash tender offer and merged into GMS on 09/04/2025.

What cash consideration did insiders receive for GMS shares and RSUs?

The Form 4 states a cash price of $110.00 per share applied to tendered common stock and RSU cash-outs, less applicable tax withholding.

Did the reporting person retain any GMS shares after the transaction?

No. The Form 4 shows 0 shares of common stock beneficially owned following the reported transactions.

When was the Form 4 signed and filed?

The signature block shows the filing was signed by an attorney-in-fact on 09/08/2025 for William Bradley Southern.