GMS insider activity: 1,350 RSUs converted, 1,141 RSUs granted

Rhea-AI Filing Summary

What happened: Lisa M. Bachmann, a director of GMS Inc., had restricted stock units (RSUs) that vested and converted into common shares and also received a new grant of RSUs. The form reports an automatic conversion of 1,350 RSUs into 1,350 shares and an acquisition of 1,141 RSUs on 08/01/2025. After the reported transactions, she is shown as beneficially owning 12,903 common shares.

Why it matters: This is a routine insider compensation and ownership update rather than a sale. The vested RSUs increased her direct share ownership, while the newly acquired RSUs represent future potential shares that will vest subject to continued service. Investors often watch such filings to track insider alignment with shareholders and upcoming dilution from equity awards.

Positive

• 1,350 restricted stock units vested and converted to 1,350 common shares, increasing the director's direct ownership
• No sales reported; the filing shows acquisitions/grants and conversion rather than dispositions

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity compensation: vested RSUs converted to shares and a new RSU grant was recorded, modestly increasing ownership.

The filing documents a standard director equity event: 1,350 RSUs vested and converted to shares, and 1,141 RSUs were acquired/granted on the same reporting date. The vesting conversion increases immediate beneficial ownership to 12,903 shares. The new RSUs are subject to future vesting conditions tied to continued service and will be settled in shares within the issuer's stated timeframe. This is typical compensation practice and not indicative of a change in company control or a liquidity event.

Securities Analyst

TL;DR: Insider activity is neutral: no sales, only vesting and new grants; limited near-term market impact.

The transaction is neutral from a market-impact perspective. The conversion of 1,350 RSUs increased an individual director's shareholding while the grant of 1,141 RSUs represents potential future dilution when those awards vest and settle. There is no cash price paid for the converted awards and no dispositions reported. Absent larger-scale grants or immediate sales, this filing is a routine disclosure of director compensation and ownership that likely has minimal effect on valuation or liquidity.

Insider Trade Summary

1,350 shares exercised/converted

Mixed 3 txns

Insider Bachmann Lisa M

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,350	$0.00	--
Grant/Award	Restricted Stock Units	1,141	$0.00	--
Exercise	Common Stock	1,350	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 12,903 shares (Direct)

Footnotes (1)

1. Restricted stock units vested and converted to shares of common stock on a one-for-one basis. On August 1, 2024, the reporting person was granted 1,350 restricted stock units that vested on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Subject to the reporting person's continued service as a director of the issuer through the applicable vesting date, these restricted stock units are scheduled to vest on the first anniversary of the grant date and will be settled, with respect to vested restricted stock units, in shares of the issuer's common stock no later than 30 days after each applicable vesting date.

Form 4 Insider Transactions: What Each Field Means →

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^*

Bachmann Lisa M

(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)
08/01/2025

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	08/01/2025		M		1,350	A	$0(1)	12,903	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	(1)	08/01/2025		M			1,350	(2)	(2)	Common Stock	1,350	$0	0	D
Restricted Stock Units	(3)	08/01/2025		A		1,141		(4)	(4)	Common Stock	1,141	$0	1,141	D

Explanation of Responses:

1. Restricted stock units vested and converted to shares of common stock on a one-for-one basis.

2. On August 1, 2024, the reporting person was granted 1,350 restricted stock units that vested on the first anniversary of the grant date.

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

4. Subject to the reporting person's continued service as a director of the issuer through the applicable vesting date, these restricted stock units are scheduled to vest on the first anniversary of the grant date and will be settled, with respect to vested restricted stock units, in shares of the issuer's common stock no later than 30 days after each applicable vesting date.

Remarks:

	/s/ Craig D. Apolinsky, Attorney-in-Fact for Lisa M. Bachmann	08/05/2025
	** 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 the Form 4 for GMS (GMS) report?

The Form 4 reports that director Lisa M. Bachmann had 1,350 RSUs vest and convert to 1,350 shares and acquired 1,141 RSUs on 08/01/2025.

How many shares does Lisa Bachmann beneficially own after the transaction?

The filing shows she beneficially owns 12,903 common shares following the reported transactions.

Were any shares sold by the insider in this filing?

No. The Form 4 shows vesting/conversion and a grant/acquisition of RSUs; no dispositions or sales are reported.

What do the newly acquired 1,141 RSUs mean for investors?

The 1,141 RSUs are equity awards that are subject to future vesting based on continued service and, if they vest, will be settled in shares, which could create future dilution when converted.

Does this Form 4 indicate a change in control or material corporate action?

No. The filing documents routine equity compensation activity for a director and does not indicate any change in control or other material corporate transaction.