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

Corporate Governance Expert

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.

Securities Analyst

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.

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^*

Apolinsky Craig D

(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)
	SVP, General Counsel

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)		15,966	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			1,225	(4)	(4)	Common Stock	1,225	$0	0	D
Restricted Stock Units	(3)	09/04/2025		D			2,069	(4)	(4)	Common Stock	2,069	$0	0	D
Restricted Stock Units	(3)	09/04/2025		D			6,250	(4)	(4)	Common Stock	6,250	$0	0	D
Stock Option (Right to Buy)	$37.49	09/04/2025		D			3,512	(5)	(5)	Common Stock	3,512	$0	0	D
Stock Option (Right to Buy)	$25.6	09/04/2025		D			25,693	(5)	(5)	Common Stock	25,693	$0	0	D
Stock Option (Right to Buy)	$23.43	09/04/2025		D			15,706	(5)	(5)	Common Stock	15,706	$0	0	D
Stock Option (Right to Buy)	$49.13	09/04/2025		D			13,586	(5)	(5)	Common Stock	13,586	$0	0	D
Stock Option (Right to Buy)	$53.82	09/04/2025		D			11,843	(5)	(5)	Common Stock	11,843	$0	0	D
Stock Option (Right to Buy)	$74.8	09/04/2025		D			8,249	(5)	(5)	Common Stock	8,249	$0	0	D
Stock Option (Right to Buy)	$92.63	09/04/2025		D			7,211	(5)	(5)	Common Stock	7,211	$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.

5. 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	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 did the Form 4 filed by Craig D. Apolinsky for GMS (GMS) disclose?

It disclosed the tender and disposition of 15,966 common shares at $110.00 per share and cash conversion/cancellation of RSUs and stock options as a result of the merger with The Home Depot.

What price per share was paid in the Home Depot acquisition of GMS?

$110.00 per share in cash was the tender/merger consideration stated in the Form 4 explanations.

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

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

How were GMS stock options treated at closing of the merger?

Each option was cancelled and converted into the right to receive cash equal to $110.00 minus the option's exercise price, less applicable tax withholding; multiple option lots and strike prices are listed in the filing.

Did the reporting person retain any GMS shares after the merger?

No remaining beneficial ownership is reported following the transactions (0 shares reported following the cash-outs).