GMS (GMS) Acquired by Home Depot; Insider Holdings Converted to $110 Cash

Rhea-AI Filing Summary

GMS Inc. was acquired in a merger with The Home Depot, Inc. under a Merger Agreement dated June 29, 2025. On 09/04/2025 Merger Sub completed a cash tender offer and merged into GMS, and each GMS share was converted into the right to receive $110.00 per share in cash. The reporting person, John C. Turner Jr., had 80,116 shares disposed for $110 per share and, immediately prior to the effective time, all outstanding restricted stock units and stock options were cancelled or converted per the merger terms: several RSUs were cancelled for cash and certain Rollover RSUs were converted into Home Depot RSUs, while stock options were cashed out for $110.00 minus exercise price. Following the transactions the filing shows 0 shares beneficially owned. The form is signed by an attorney-in-fact on 09/08/2025.

Positive

• Completed cash merger with The Home Depot at a fixed price of $110.00 per GMS share
• Clear treatment of equity awards: RSUs and options were converted or cancelled according to the merger agreement
• Liquidity event for shareholders enabling cash settlement for outstanding shares and many equity awards

Negative

• Reporting person’s direct ownership reduced to 0 shares following conversion/cash-out
• Public equity in GMS extinguished for holders because the company was acquired and shares were converted to cash

Insights

Financial Analyst

TL;DR: The Home Depot completed a cash acquisition of GMS at $110 per share; insider holdings were cashed out under merger terms.

The transaction is material and definitive: the merger converted all GMS common shares into $110 cash per share and changed the treatment of equity awards. The Form 4 documents the conversion or cancellation of 80,116 common shares, multiple restricted stock units (7,353; 12,595; 37,178) and a portfolio of options totaling 316,603 underlying shares converted to cash values based on $110 less exercise prices. For investors this is a liquidity event that extinguishes GMS public equity and settles outstanding equity-based compensation according to the merger agreement.

Corporate Governance Expert

TL;DR: Insider disclosures show standard post-merger treatment of equity awards; reporting person ends with no GMS holdings.

The filing clearly describes the mechanics: non-rollover RSUs were cancelled for $110 cash less withholding, Rollover RSUs were assumed and converted into Home Depot RSUs on a formulaic share-exchange basis, and stock options were cashed out at $110 minus exercise price. The Form 4 demonstrates compliance with Section 16 reporting requirements for the named officer/director and documents an attorney-in-fact signature dated 09/08/2025. There is no indication in this document of fiduciary or procedural irregularities; all actions are presented as effectuations of 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^*

Turner John C JR

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		D(1)(2)		80,116	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			7,353	(4)	(4)	Common Stock	7,353	$0	0	D
Restricted Stock Units	(3)	09/04/2025		D			12,595	(4)	(4)	Common Stock	12,595	$0	0	D
Restricted Stock Units	(3)	09/04/2025		D			37,178	(5)	(5)	Common Stock	37,178	$0	0	D
Stock Option (Right to Buy)	$23.43	09/04/2025		D			88,417	(6)	(6)	Common Stock	88,417	$0	0	D
Stock Option (Right to Buy)	$49.13	09/04/2025		D			74,110	(6)	(6)	Common Stock	74,110	$0	0	D
Stock Option (Right to Buy)	$53.82	09/04/2025		D			61,192	(6)	(6)	Common Stock	61,192	$0	0	D
Stock Option (Right to Buy)	$74.8	09/04/2025		D			49,491	(6)	(6)	Common Stock	49,491	$0	0	D
Stock Option (Right to Buy)	$92.63	09/04/2025		D			43,893	(6)	(6)	Common Stock	43,893	$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, 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.

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.

5. Immediately prior to the effective time of the Merger, each Rollover RSU was assumed by Parent and converted into a restricted stock unit with respect to shares of Parent common stock, in an amount equal the product of (i) the number of shares of Issuer common stock underlying such Rollover RSU and (ii) a fraction (x) the numerator of which is $110.00 and (y) the denominator of which is the Parent Share Price (as defined in the Merger Agreement), rounded down to the nearest whole share.

6. Immediately prior to the effective time of the merger, each outstanding Issuer stock option, whether vested or unvested, was cancelled and converted into the right to receive $110.00 less the applicable exercise price per Share in cash less applicable tax withholding.

Remarks:

	/s/ Craig D. Apolinsky, Attorney-in-Fact for John C. Turner, Jr.	09/08/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Form 4 for GMS (GMS) report on 09/04/2025?

The Form 4 reports that the reporting person disposed of 80,116 GMS shares in connection with the merger and that outstanding RSUs and stock options were cancelled or converted under the merger terms.

How much cash per share did The Home Depot pay for GMS?

Per the Form 4 explanations, each GMS share was cancelled and converted into the right to receive $110.00 in cash.

What happened to GMS restricted stock units and options?

Non-rollover RSUs were cancelled and converted into $110.00 in cash less tax withholding; Rollover RSUs were assumed and converted into Home Depot RSUs on a formulaic basis; stock options were cashed out for $110.00 minus the exercise price.

Does the Form 4 show any GMS shares still held by the reporting person?

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

When was the Form 4 signed and by whom?

The filing is signed by Craig D. Apolinsky, Attorney-in-Fact for John C. Turner, Jr. with signature date 09/08/2025.