GMS Insider Sells 15,966 Shares; RSUs and Options Cashed at $110 in Merger
Rhea-AI Filing Summary
GMS Inc. insider Craig D. Apolinsky reported changes tied to the completed merger with The Home Depot. On 09/04/2025 Merger Sub completed a cash tender offer and merged into GMS, with tendered common shares purchased at $110.00 per share in cash. Mr. Apolinsky reported disposition of 15,966 shares tendered for $110 each. Outstanding restricted stock units and stock options were cancelled immediately prior to the merger and converted into cash payments: RSUs converted at $110.00 per unit and options converted into cash equal to $110.00 minus the applicable exercise price, with applicable tax withholding.
Positive
- Merger completed for cash consideration of $110.00 per share, providing liquidity to shareholders.
- Insider proceeds disclosed transparently: 15,966 common shares tendered at $110.00 each and award cash-outs detailed.
Negative
- Outstanding RSUs and stock options were cancelled, eliminating any future upside in GMS equity for holders of those awards (other than cash settlement).
- Form 4 shows no remaining beneficial ownership post-transaction, indicating the reporting person did not retain listed shares through the merger (0 shares reported following transactions).
Insights
TL;DR: Insider Form 4 reflects a merger close; equity awards were cashed out at $110 per share.
The filing documents a completed acquisition where The Home Depot's subsidiary acquired GMS through a cash tender and merger, triggering standard equity award treatment. The reporting person tendered 15,966 common shares at $110.00 each. All outstanding RSUs (non-rollover) were cancelled and paid in cash at $110.00 per unit; stock options were cashed out for the spread between $110.00 and each option's exercise price. These mechanics are consistent with merger agreement terms and typical change-of-control equity provisions; the Form 4 serves to disclose insider proceeds and award terminations, not new insider purchases or ongoing ownership.
TL;DR: Material corporate event — acquisition completed; insider dispositions are cash settlements under the merger.
The information is transaction-specific: 15,966 common shares were tendered and cancelled for $110.00 per share. Multiple RSUs and stock options were cancelled and converted into cash payments as specified: RSU counts of 1,225; 2,069; and 6,250 were converted, and multiple option lots (totaling substantial option counts across strike prices from $23.43 to $92.63) were cashed out by converting to the per-share cash consideration less exercise prices. For investors, this confirms the deal closure and the contractual cash-out of equity awards; it does not reveal continued share ownership post-merger.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 1,225 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units | 2,069 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units | 6,250 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 3,512 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 25,693 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 15,706 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 13,586 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 11,843 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 8,249 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) | 7,211 | $0.00 | $0.00 |
| Tender Offer | Common Stock | 15,966 | $110.00 | $1.76M |
Footnotes (5)
- F1. 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").
- F2. Represents shares of Issuer common stock that were tendered in the tender offer at a price of $110.00 per share in cash.
- F3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F4. 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.
- F5. 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.
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