GMS Form 4 Shows Home Depot Acquisition Completed for $110 Cash

Rhea-AI Filing Summary

GMS Inc. insider reporting shows The Home Depot acquisition completed on September 4, 2025. Merger Sub completed a cash tender offer and merged into GMS under a Merger Agreement, and common shares were paid $110.00 per share in cash. Reporting person Theron I. Gilliam, a director, disposed of all common shares reported: 28,063 shares tendered and an additional 4,794 shares cancelled and converted into cash, leaving 0 shares beneficially owned. Outstanding restricted stock units (1,141 RSUs) were cancelled and converted into the right to receive $110.00 per unit in cash, less tax withholding.

Positive

• Merger completion confirmed: Merger Sub completed the cash tender offer and merged with GMS, providing transaction certainty.
• Fixed cash consideration of $110.00 per share applies to both common stock and cancelled RSUs, ensuring immediate cash value for holders.
• Full disposition of reported holdings (shares and RSUs) converted to cash, providing liquidity to the reporting person under the merger terms.

Negative

• Reporting person ceased to own any common shares following the transactions (0 shares beneficially owned reported).
• Restricted stock units cancelled and converted to cash, eliminating future equity upside tied to GMS common stock.

Insights

M&A Specialist

TL;DR: The Merger completed at a fixed cash price of $110 per share, converting equity and RSUs into cash consideration.

The filing confirms that the agreed acquisition by The Home Depot closed via a tender offer and subsequent merger on September 4, 2025, with cash consideration of $110.00 per share. All reported common shares held or subject to RSUs by the reporting person were converted to cash, indicating full liquidity for these insider-held positions. This is a definitive, deal-closing disclosure rather than an opportunistic trading event.

Corporate Governance Expert

TL;DR: Insider holdings and RSUs were cashed out as part of the merger; disclosure aligns with Section 16 reporting requirements.

The director-level reporting person disclosed disposals consistent with the Merger Agreement terms: shares tendered and cancelled, and RSUs converted to cash consideration. The form was filed by a single reporting person and signed by an attorney-in-fact, indicating proper procedural handling. The filing documents compliance with required reporting rather than signaling independent governance concerns.

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

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^*

Gilliam Theron I

(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)		28,063	D	$110	4,794	D
Common Stock	09/04/2025		D(1)(3)		4,794	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	(4)	09/04/2025		D			1,141	(5)	(5)	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. Represents shares of Issuer common stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the Merger, were cancelled and converted into the right to receive $110.00 per share in cash.

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

5. 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 Theron I. Gilliam	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 the Form 4 for GMS disclose about the transaction?

The Form 4 discloses that on 09/04/2025 a tender offer and merger closed and shares were cashed out at $110.00 per share.

How many GMS shares did Theron I. Gilliam dispose of in the transaction?

The filing reports 28,063 shares tendered and an additional 4,794 shares cancelled, leaving 0 shares beneficially owned.

What happened to Theron I. Gilliam's restricted stock units (RSUs)?

The filing states 1,141 RSUs were cancelled and converted into the right to receive $110.00 in cash per RSU, less applicable tax withholding.

Who completed the acquisition of GMS according to the filing?

The filing names The Home Depot, Inc. as Parent and a wholly owned subsidiary (Merger Sub) that completed the tender offer and merger into GMS.

Does the Form 4 indicate any remaining insider ownership after the merger?

No; the Form 4 reports 0 shares beneficially owned by the reporting person after the reported transactions.