Home Depot Subsidiary Completes $110 Cash Merger for GMS; RSUs Cashed Out

Rhea-AI Filing Summary

GMS Inc. was acquired by a Home Depot subsidiary in a cash merger on September 4, 2025. Under the Merger Agreement, Merger Sub completed a $110.00 per-share cash tender offer and then merged into GMS, resulting in cash consideration to holders who tendered shares.

Reporting person John J. Gavin (a GMS director) tendered 27,470 shares at $110.00 per share for cash and had 1,141 restricted stock units cancelled and converted into $110.00 per RSU in cash less withholding, leaving 0 shares of common stock beneficially owned following the transactions.

Positive

• Completed cash acquisition by Merger Sub at a fixed price of $110.00 per share
• Liquidity event for shareholders: reporting person received cash for 27,470 tendered shares
• RSUs converted to cash at $110.00 per unit (1,141 RSUs converted) providing immediate value

Negative

• Reporting person holds 0 shares post-transaction, indicating no remaining direct equity stake reported
• Cancellation of non-rollover RSUs removed future equity upside for holders of those awards

Insights

Financial Analyst

TL;DR: Merger with Home Depot completed for $110 per share; insider sold shares and RSUs converted to cash, eliminating reported ownership.

The Form 4 documents consummation of the Merger described in the Merger Agreement, with Merger Sub paying $110.00 per share in cash. The reporting person tendered 27,470 shares and received cash, and 1,141 RSUs were cancelled and converted into the same cash consideration less tax withholding. From a financial perspective, this is a definitive liquidity event at a fixed premium price and removes the reporting person's direct exposure to GMS equity as of the reported transaction.

Corporate Governance Expert

TL;DR: Transaction reflects a completed change-in-control; outstanding equity awards (non-rollover RSUs) were cashed out per the merger terms.

The filing shows that all outstanding restricted stock units that were not designated as Rollover RSUs were cancelled and converted into cash equal to $110.00 per unit, indicating contractually specified treatment of equity awards at closing. The reporting person’s beneficial ownership is reported as zero post-transaction, which is consistent with full cash-out treatment under the Merger Agreement.

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

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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^*

GAVIN JOHN J

(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)		27,470	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 John J. Gavin	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What was the transaction price per share for GMS (GMS) in this filing?

The transaction price was $110.00 per share paid in cash.

How many GMS shares did the reporting person tender?

The reporting person tendered 27,470 shares in the tender offer.

What happened to restricted stock units (RSUs) in the merger?

Each outstanding RSU (other than a Rollover RSU) was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding; 1,141 RSUs were converted for the reporting person.

What is the reporting person’s beneficial ownership after the transactions?

The filing reports 0 shares of common stock beneficially owned following the reported transactions.

When was the merger and tender offer completed?

The Merger and cash tender offer were completed on September 4, 2025 as stated in the filing.