[Form 4] GMS Inc. Insider Trading Activity

Rhea-AI Filing Summary

Scott M. Deakin, SVP and Chief Financial Officer of GMS Inc., reported transactions tied to the Merger with The Home Depot. On 09/04/2025 Merger Sub completed a cash tender offer and merged into GMS, and outstanding GMS common shares, restricted stock units and stock options were converted to cash at $110.00 per share (less applicable withholding). The Form 4 shows the Reporting Person disposed of 23,847 shares in the tender at $110.00 and held 0 shares of common stock after the transactions. The filing notes inclusion of 35 shares acquired via the Employee Stock Purchase Plan and describes cancellation and cash-out treatment of RSUs and options based on the Merger Agreement.

Insights

Financial Analyst

TL;DR: Insider holdings were cashed out at a material premium of $110 per share, resulting in zero reported post-transaction equity.

The Form 4 documents a full cash-out of an executive's equity position linked to a strategic acquisition by The Home Depot. The $110 per-share consideration establishes the realized value for the Reporting Person's shares, RSUs and options, with options converted to cash equal to the deal price less exercise price. For investors, this confirms deal execution and the effective elimination of this insider's direct equity stake. The filing is transactional and does not disclose operational metrics, but it provides clear evidence of deal completion and economic terms for equity holders.

Corporate Governance Expert

TL;DR: The Form 4 shows routine, contractually required cash-out treatment of equity awards under the merger agreement.

The disclosure aligns with standard merger mechanics: tender offer followed by merger, cancellation of RSUs and options, and cash settlement at the agreed-upon per-share price. Notably, the filing reports the Reporting Person's post-transaction beneficial ownership as zero, and documents tax withholding will apply to converted awards. There are no governance irregularities disclosed; the transactions reflect contractual terms rather than discretionary insider trades.

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

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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^*

DEAKIN SCOTT 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Financial Officer

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)		23,847(3)	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	(4)	09/04/2025		D			1,671	(5)	(5)	Common Stock	1,671	$0	0	D
Restricted Stock Units	(4)	09/04/2025		D			2,969	(5)	(5)	Common Stock	2,969	$0	0	D
Restricted Stock Units	(4)	09/04/2025		D			8,257	(5)	(5)	Common Stock	8,257	$0	0	D
Stock Option (Right to Buy)	$30.1	09/04/2025		D			7,429	(6)	(6)	Common Stock	7,429	$0	0	D
Stock Option (Right to Buy)	$23.43	09/04/2025		D			26,978	(6)	(6)	Common Stock	26,978	$0	0	D
Stock Option (Right to Buy)	$49.13	09/04/2025		D			18,527	(6)	(6)	Common Stock	18,527	$0	0	D
Stock Option (Right to Buy)	$53.82	09/04/2025		D			19,739	(6)	(6)	Common Stock	19,739	$0	0	D
Stock Option (Right to Buy)	$74.8	09/04/2025		D			11,248	(6)	(6)	Common Stock	11,248	$0	0	D
Stock Option (Right to Buy)	$92.63	09/04/2025		D			10,347	(6)	(6)	Common Stock	10,347	$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. Includes 35 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.

4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

5. 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.

6. 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, Attorney-in-Fact for Scott M. Deakin	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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