GMS Insider Report: 1,141 RSUs Converted, 9,205 Shares Tendered at $110

Rhea-AI Filing Summary

GMS Inc. director Randolph W. Melville reported that on 09/04/2025 he disposed of 9,205 shares of GMS common stock at $110.00 per share in connection with a cash tender offer and subsequent merger into a Home Depot subsidiary. The Form 4 shows those shares were tendered under the Merger Agreement and resulted in cash consideration.

The filing also reports the cancellation of 1,141 restricted stock units (RSUs), which were converted to cash at $110.00 per RSU (less tax withholding). Following the transactions the filing indicates zero shares of common stock and derivative securities beneficially owned by the reporting person. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Insider fully cashed out equity at a fixed merger price of $110.00 per share, providing liquidity.
• RSUs were converted to cash at the same per-share price, indicating consistent treatment across equity types.
• Form 4 discloses completion of merger-related transactions, increasing transparency for investors.

Negative

• None.

Insights

M&A Specialist

TL;DR: Director sold and cashed out stock and RSUs as part of a merger with Home Depot at $110 per share.

The Form 4 documents a change-in-control liquidity event: a cash tender offer followed by a merger under a June 29, 2025 Merger Agreement with The Home Depot, Inc. The reporting person tendered 9,205 shares for $110.00 per share and had 1,141 RSUs converted to the same cash price. These are routine mechanical outcomes of an agreed merger consideration and do not indicate voluntary open-market sales or hedging activity. For investors, the filing confirms completion of the tender/merger process for this insider and full cash-out of equity exposure from these instruments.

Corporate Governance Expert

TL;DR: Insider holdings were eliminated through merger consideration; Form 4 reflects standard post-closing treatment of equity awards.

The disclosure shows governance-level effects of the transaction: outstanding RSUs (other than Rollover RSUs per the Merger Agreement) were cancelled and converted to cash, and shares tendered received cash consideration. The filing is properly executed by an attorney-in-fact and reports no remaining beneficial ownership by the reporting person. This transparency meets Section 16 reporting obligations for a director in a change-of-control 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

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^*

Melville Randolph W

(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)		9,205	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			1,141	(4)	(4)	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. 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.

Remarks:

	/s/ Craig D. Apolinsky Attorney-in-Fact for Randolph W. Melville	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 Randolph W. Melville report on Form 4 for GMS (GMS)?

He reported the disposal of 9,205 shares at $110.00 per share and conversion of 1,141 RSUs to cash at $110.00 each in connection with the merger.

When did the reported transactions occur for GMS insider activity?

The transactions are dated 09/04/2025 and the Form 4 was signed by an attorney-in-fact on 09/08/2025.

Why were the shares and RSUs converted to cash at $110.00?

Per the Merger Agreement dated June 29, 2025, a cash tender offer and subsequent merger provided $110.00 per share in cash consideration for common stock and cancelled RSUs (less tax withholding).

Does the Form 4 show any remaining beneficial ownership by the reporting person?

No. The filing reports 0 shares of common stock and derivative securities beneficially owned following the transactions.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed by Craig D. Apolinsky, Attorney-in-Fact for Randolph W. Melville, on 09/08/2025.