GMS Insider Filing: RSUs and Options Converted to $110 Cash in Merger

Rhea-AI Filing Summary

Leigh R. Dobbs, Chief Human Resources Officer of GMS Inc. (GMS) reported transactions tied to the completion of a merger with The Home Depot. On 09/04/2025 Merger Sub completed a cash tender offer at $110.00 per share and then merged with GMS. The reporting person tendered 3,014 shares for cash. All outstanding restricted stock units (RSUs) and stock options were cancelled immediately prior to the merger and converted into cash payments: RSUs were converted to $110.00 per unit less taxes; stock options were cashed out at $110.00 minus each option's exercise price less taxes. The filing shows the reporting person owned 0 shares after these transactions.

Positive

• Completed merger consideration of $110.00 per share provides a clear cash exit valuation for GMS security holders.
• All outstanding RSUs and options were converted to cash, simplifying post-transaction compensation settlement for award holders.

Negative

• Reporting person holds 0 shares following the transaction, indicating no ongoing insider equity stake disclosed on this Form 4.

Insights

Corporate Governance Expert

TL;DR: Insider Form 4 reflects full cash-out of equity due to a completed merger, leaving the officer with no post-transaction holdings.

The Form 4 documents a corporate control change where a tender offer followed by a merger resulted in cash consideration of $110.00 per share for common stock, RSUs and net cash settlement for stock options. From a governance standpoint, the transaction removed equity incentives previously held by the reporting person and consolidated ownership under the acquiror. The filing is a routine, required disclosure showing conversion of equity awards to cash in connection with an agreement executed under the Merger Agreement.

Compensation / M&A Specialist

TL;DR: Equity awards (RSUs and options) were cashed out at the merger price; material transaction for holders and compensation plans.

This Form 4 details the mechanics of award settlement: RSUs were cancelled and paid at $110.00 per unit and options were net-settled for the spread between $110.00 and each option's exercise price. The filing lists specific option strike prices ($45.67, $74.80, $92.63) and quantities, indicating the cash value realization method used at the effective time. The disclosure is consistent with standard merger-related award treatment and is material for participants impacted by the transaction.

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^*

Dobbs Leigh R

(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)

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

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)		3,014(3)	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			830	(5)	(5)	Common Stock	830	$0	0	D
Restricted Stock Units	(4)	09/04/2025		D			507	(5)	(5)	Common Stock	507	$0	0	D
Restricted Stock Units	(4)	09/04/2025		D			936	(5)	(5)	Common Stock	936	$0	0	D
Restricted Stock Units	(4)	09/04/2025		D			3,194	(5)	(5)	Common Stock	3,194	$0	0	D
Stock Option (Right to Buy)	$45.67	09/04/2025		D			4,984	(6)	(6)	Common Stock	4,984	$0	0	D
Stock Option (Right to Buy)	$74.8	09/04/2025		D			3,412	(6)	(6)	Common Stock	3,412	$0	0	D
Stock Option (Right to Buy)	$92.63	09/04/2025		D			3,261	(6)	(6)	Common Stock	3,261	$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. Includes 24 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.

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.

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 Leigh R. Dobbs	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.
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FAQ

What did the GMS (GMS) Form 4 filed by Leigh R. Dobbs report?

The filing reports tendering 3,014 shares and cash settlement of RSUs and options in connection with the merger, with 0 shares owned after the transactions.

What price per share was paid in the GMS merger transaction?

The Form 4 states a cash tender offer and merger consideration of $110.00 per share.

How were restricted stock units (RSUs) handled in the transaction?

Each outstanding RSU (other than specified rollovers) was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding.

How were stock options treated at the effective time of the merger?

Each outstanding stock option was cancelled and converted into the right to receive $110.00 minus the option's exercise price in cash less applicable tax withholding. The filing lists strike prices of $45.67, $74.80, and $92.63 for specific option lots.

Did Leigh R. Dobbs acquire any new shares in the reported transactions?

No. The Form 4 shows no securities acquired that resulted in a positive post-transaction beneficial ownership; the reporting person owned 0 shares following the transactions.