GMS Insider Report: 33,857 Shares Tendered, 1,141 RSUs Cashed at $110

Rhea-AI Filing Summary

GMS Inc. insider Form 4: The filing reports that J. David Smith, a director of GMS Inc. (GMS), had 33,857 shares of common stock tendered and sold for $110.00 per share in connection with The Home Depot-led merger completed September 4, 2025. The tendered shares generated a cash payout at $110.00 per share. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 in cash (subject to tax withholding) under the Merger Agreement. The transactions were effected under the Agreement and Plan of Merger dated June 29, 2025, in which Merger Sub completed a cash tender offer and merged into GMS.

Positive

• Merger consideration disclosed: All reported shares and RSUs were cashed out at a fixed $110.00 per share under the Merger Agreement.
• Transaction tied to completed merger: Dispositions resulted from the Merger Sub's cash tender offer and subsequent merger, indicating an orderly, agreement-driven settlement.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director sold tendered shares and RSUs converted to cash at the merger price, reflecting routine transaction tied to the completed takeover.

The Form 4 documents a director-level disposition under the Merger Agreement with The Home Depot. The sale of 33,857 shares at $110.00 per share and cancellation/conversion of 1,141 RSUs into cash are consistent with merger consideration mechanics rather than voluntary open-market selling. This is a transaction executed pursuant to the terms of the merger agreement and tender offer, and the signature by an attorney-in-fact indicates administrative filing compliance.

M&A Specialist

TL;DR: Reported dispositions reflect the cash-out provisions of the Merger Agreement and completion of the tender offer and merger.

The disclosures explicitly state the Merger Sub completed a cash tender offer and merged into the issuer, triggering payment of $110.00 per share in cash for tendered common stock and conversion of non-rollover RSUs into the same cash consideration. The filing quantifies the shares tendered (33,857) and RSUs converted (1,141), which provides clear, material detail about how insider equity was settled under the transaction terms.

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^*

SMITH J DAVID

(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)		33,857	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 J. David Smith	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 for GMS (GMS) report?

The Form 4 reports that director J. David Smith had 33,857 common shares tendered and sold for $110.00 per share and 1,141 RSUs converted to cash at $110.00 per RSU in connection with the merger.

Why were the shares and RSUs disposed of?

The filing states the disposals occurred pursuant to the Agreement and Plan of Merger dated June 29, 2025, after Merger Sub completed a cash tender offer and merged into GMS on September 4, 2025.

How many restricted stock units were affected and what happened to them?

1,141 RSUs were cancelled and converted into the right to receive $110.00 in cash per RSU, less applicable tax withholding.

Who signed the Form 4?

The filing was signed by Craig D. Apolinsky as Attorney-in-Fact for J. David Smith on 09/08/2025.

Does the Form 4 show open-market selling by the director?

No. The disposal codes and explanation indicate the transactions were completed under the merger and tender offer, not independent open-market sales.