GMS Insider Filing: 12,903 Shares Tendered and 1,141 RSUs Cashed at $110

Rhea-AI Filing Summary

GMS Inc. insider filing: Lisa M. Bachmann, a director of GMS Inc., reported transactions tied to the Merger with The Home Depot completed on 09/04/2025. Under the Merger Agreement, Merger Sub completed a cash tender offer at $110.00 per share and merged into GMS. The filing shows 12,903 shares of GMS common stock were tendered and disposed for cash at $110.00, leaving 0 shares owned following the transaction. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 per unit in cash, less withholding. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Merger completed: Merger Sub completed the cash tender offer and merged into GMS Inc. on 09/04/2025
• Cash consideration specified: Tendered common shares were paid at $110.00 per share
• RSUs converted to cash: 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 each

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director disposed of all reported holdings in connection with a completed cash merger, and RSUs were cashed out.

The filing documents a director-level disposition tied directly to the Merger Agreement with The Home Depot. The director reported tendering 12,903 common shares for cash at $110.00 per share and the cancellation and cash conversion of 1,141 restricted stock units. These actions are administrative consequences of a consummated merger rather than routine open-market trading. The report was executed by an attorney-in-fact and properly discloses the conversion of equity awards into cash consideration.

M&A Specialist

TL;DR: The Merger closed on 09/04/2025 with cash consideration of $110 per share; equity awards were cashed out.

The Form 4 confirms the operational closing of the tender offer and merger. It expressly states Merger Sub completed a cash tender offer and merged with the issuer. Reported dispositions include 12,903 common shares tendered at $110.00 and 1,141 RSUs cancelled and converted to cash at the same per-share price. The disclosure aligns with standard takeover mechanics where outstanding equity is cashed out at the deal price.

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^*

Bachmann Lisa M

(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)		12,903	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 Lisa M. Bachmann	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).
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FAQ

What did the Form 4 filed for GMS (GMS) disclose?

The Form 4 discloses that director Lisa M. Bachmann tendered 12,903 common shares for cash at $110.00 per share and that 1,141 restricted stock units were cancelled and converted into cash in connection with the Merger completed on 09/04/2025.

Who completed the tender offer and merger with GMS?

Per the filing, Merger Sub, a wholly owned subsidiary of The Home Depot, Inc., completed the cash tender offer and merged with the issuer on 09/04/2025.

How much cash was paid per share in the GMS tender offer?

The filing states the tender offer paid $110.00 in cash per share for shares tendered.

What happened to outstanding restricted stock units of GMS?

The filing states each outstanding restricted stock unit (other than defined rollover RSUs) was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding.

When was the Form 4 signed and by whom?

The Form 4 was signed by Craig D. Apolinsky, Attorney-in-Fact for Lisa M. Bachmann on 09/08/2025.