GMS Insider Report: 751 Shares Tendered and Awards Cashed in Merger

Rhea-AI Filing Summary

William Forrest Bell, Vice President and Chief Accounting Officer of GMS Inc. (GMS), reported transactions tied to The Home Depot, Inc.'s merger closing on 09/04/2025. He disposed of 751 shares of GMS common stock that were tendered in the cash offer at $110.00 per share. In connection with the merger, outstanding restricted stock units (RSUs) and stock options were cancelled and converted into cash: RSUs of 334, 540, and 1,871 units (each converted to $110.00 cash less tax withholding), and stock options totaling 11,503 options across multiple strike prices, each converted to a cash payment equal to $110.00 less the applicable exercise price and withholding. The Form 4 reflects these merger-related cash settlements rather than open-market trading.

Positive

• Merger generated immediate cash consideration at $110.00 per share for tendered shares and converted equity awards
• Clear contractual treatment of RSUs and options: specified cash conversion terms reduce execution uncertainty for holders

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Form 4 documents merger-driven cash settlements of equity awards and a tendered shareholding; appears procedural, not discretionary selling.

The filing shows the effect of the Merger Agreement with The Home Depot, where equity awards (RSUs and stock options) were cancelled and converted into cash at the transaction price of $110.00 per share. The reporting person tendered 751 shares in the offer. These actions are described as automatic conversions under the merger terms rather than independent voluntary disposals, which aligns with standard treatment of equity awards in a cash-out merger.

Securities Analyst

TL;DR: The Form 4 records merger-related cash-outs: share tender and conversion of RSUs and options into cash, representing equity stake monetization.

This disclosure quantifies the conversion impact: 2,745 RSUs (334+540+1,871) were cancelled for cash and stock options totaling 11,503 were similarly cashed out across strike prices from $23.50 to $92.63. The reporting person received cash consideration at the stated merger price, and the transactions are presented as the merger's contractual effects rather than market sales.

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^*

Bell William Forrest

(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)
	VP, Chief Accounting 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)		751	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			334	(4)	(4)	Common Stock	334	$0	0	D
Restricted Stock Units	(3)	09/04/2025		D			540	(4)	(4)	Common Stock	540	$0	0	D
Restricted Stock Units	(3)	09/04/2025		D			1,871	(4)	(4)	Common Stock	1,871	$0	0	D
Stock Option (Right to Buy)	$23.5	09/04/2025		D			1,447	(5)	(5)	Common Stock	1,447	$0	0	D
Stock Option (Right to Buy)	$53.82	09/04/2025		D			2,960	(5)	(5)	Common Stock	2,960	$0	0	D
Stock Option (Right to Buy)	$74.8	09/04/2025		D			2,250	(5)	(5)	Common Stock	2,250	$0	0	D
Stock Option (Right to Buy)	$92.63	09/04/2025		D			1,882	(5)	(5)	Common Stock	1,882	$0	0	D
Stock Option (Right to Buy)	$49.13	09/04/2025		D			2,964	(5)	(5)	Common Stock	2,964	$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.

5. 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 William Forrest Bell	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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FAQ

What did William Forrest Bell report on Form 4 for GMS (GMS)?

He reported the tender of 751 GMS common shares for $110.00 per share and the cancellation/conversion of RSUs and stock options into cash in connection with the merger.

How many restricted stock units (RSUs) were converted to cash for the reporting person?

Three RSU entries totaling 2,745 units (334, 540, and 1,871) were cancelled and converted into cash at $110.00 per share less applicable tax withholding.

How many stock options were cashed out and what were the strike prices?

Stock options totaling 11,503 were converted to cash; documented strike prices include $23.50, $53.82, $74.80, $92.63, and $49.13.

What was the transaction date tied to these changes in ownership?

All reported transactions are dated 09/04/2025, the date Merger Sub completed the tender offer and merged into GMS Inc.

Were the transactions reported as sales or merger conversions?

They were reported as merger-related conversions and tendering under the Merger Agreement, not as open-market sales.