[Form 4] GMS Inc. Insider Trading Activity

Rhea-AI Filing Summary

GMS Inc. director Teri P. McClure reported the sale and conversion of holdings related to the company's acquisition by The Home Depot.

On 09/04/2025 Merger Sub completed a cash tender offer and merged into GMS Inc. Under the Merger Agreement, Ms. McClure tendered 17,834 shares of GMS common stock for $110.00 per share in cash. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 in cash (less tax withholding). Following these transactions, Ms. McClure holds 0 shares and 0 RSUs of GMS common stock as reported. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

Positive

• Merger completed and tender accepted at a defined cash price of $110.00 per share, providing liquidity to the reporting person
• RSUs converted to cash, simplifying post-merger compensation settlement

Negative

• Reporting person now holds 0 shares and 0 RSUs of GMS common stock, reducing insider ownership
• Material reduction in insider stake may remove a governance voice tied to equity ownership

Insights

Securities Analyst

TL;DR: Insider holdings were fully cashed out at the merger price; this is a routine post-acquisition reporting transaction.

The filing documents a director-level holder participating in the tender and merger consideration: 17,834 common shares tendered at $110.00 and 1,141 RSUs converted into cash at the same price. These actions are consistent with the merger mechanics described and result in zero remaining beneficial ownership for the reporting person. For investors, the filing confirms completion of the acquisition process and elimination of this director's equity stake rather than a discretionary market sale.

Corporate Governance Expert

TL;DR: The disclosure shows compliance with Section 16 reporting after a corporate merger; no unexplained insider trading activity.

The Form 4 ties the dispositions directly to the Merger Agreement terms: cash tender at $110 per share and automatic conversion/cash-out of RSUs. The signature by an attorney-in-fact and the explicit explanations meet standard disclosure expectations. This is a procedural transfer of ownership resulting from a change in control rather than a strategic divestiture by the director.

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^*

McClure Teri P

(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)		17,834	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 Teri P. McClure	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 Teri P. McClure report on Form 4 for GMS (GMS)?

The filing reports the tender and disposition of 17,834 common shares at $110.00 per share and the cash conversion of 1,141 RSUs as part of the merger.

When did the reported transactions occur for GMS?

The transactions occurred on 09/04/2025, and the Form 4 was signed on 09/08/2025.

Why were the RSUs converted to cash in the Form 4?

Per the Merger Agreement, outstanding restricted stock units (other than defined rollovers) were cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding.

How many shares does Teri P. McClure own after the reported transactions?

Following the reported transactions, the filing shows 0 shares and 0 RSUs of GMS common stock beneficially owned by the reporting person.

Who completed the acquisition of GMS referenced in the Form 4?

The filing states the Merger Agreement was among The Home Depot, Inc., a wholly owned acquisition subsidiary and GMS Inc., and that the Merger was completed on 09/04/2025.