GMS Insider Filing: Hendren's RSUs, Options Settled in $110/Share Deal

Rhea-AI Filing Summary

George T. Hendren, SVP and Chief Operating Officer of GMS Inc. (GMS), completed transactions tied to The Home Depot, Inc.'s acquisition of GMS. On 09/04/2025 Merger Sub completed a cash tender offer and merged with GMS under a Merger Agreement, and tendered shares were paid $110.00 per share in cash. The reporting person tendered 21,675 shares and separately disposed of 2,458 shares at $110.00, leaving 0 shares of GMS common stock beneficially owned after the transactions. Outstanding restricted stock units and stock options were cancelled or converted according to the Merger Agreement: non-rollover RSUs were cashed out at $110.00 each, rollover RSUs were converted into Parent restricted stock units on a formula basis, and stock options were converted into cash equal to $110.00 less the exercise price.

Positive

• Deal completion: Transactions reflect closing of the Merger and payment of $110.00 per share in cash.
• Realized value: Reporting person received cash for tendered shares and RSUs/options were settled under contract terms.
• Compliance: Form 4 filed and signed by attorney-in-fact, showing timely Section 16 reporting of insider transactions.

Negative

• No remaining GMS common stock ownership: Reporting person held 0 shares following the reported transactions, eliminating direct equity alignment with the issuer.
• Equity incentives cancelled: Non-rollover RSUs and options were cancelled or cashed out, removing potential future upside tied to GMS shares.

Insights

Financial Analyst

TL;DR: Insider holdings were fully monetized via the $110/ share merger consideration, removing an executive's direct equity stake in GMS.

The transactions are straightforward and mechanically follow the Merger Agreement: a tender offer closed and a merger effected on 09/04/2025. The reporting person disposed of 24,133 shares total (21,675 reported tendered shares plus 2,458 cancelled shares) for $110.00 per share, and retained no common shares post-transaction. Equity awards (RSUs and stock options) were either cashed out or converted per defined terms, which crystallizes value for the executive and removes future upside tied to GMS common stock. For investors, this is a deal-completion event rather than an operational signal; it realizes value at the agreed merger price.

Corporate Governance Expert

TL;DR: Insider complied with Merger Agreement mechanics; equity incentives were settled consistent with standard M&A treatment.

The filing documents standard M&A settlement mechanics: vested and unvested RSUs (other than Rollover RSUs) were cancelled for cash consideration of $110.00 each, Rollover RSUs were converted into Parent RSUs using the contract formula, and stock options were net-cashed based on $110.00 minus exercise price. The signature by an attorney-in-fact indicates procedural completion. From a governance perspective, the filing documents contractual execution of transaction terms and demonstrates administrative compliance with Section 16 reporting.

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^*

Hendren George T

(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 Operating 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)		21,675(3)	D	$110	2,458	D
Common Stock	09/04/2025		D(1)(4)		2,458	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	(5)	09/04/2025		D			1,337	(6)	(6)	Common Stock	1,337	$0	0	D
Restricted Stock Units	(5)	09/04/2025		D			2,249	(6)	(6)	Common Stock	2,249	$0	0	D
Restricted Stock Units	(5)	09/04/2025		D			8,257	(7)	(7)	Common Stock	8,257	$0	0	D
Stock Option (Right to Buy)	$49.13	09/04/2025		D			8,646	(8)	(8)	Common Stock	8,646	$0	0	D
Stock Option (Right to Buy)	$23.43	09/04/2025		D			15,737	(8)	(8)	Common Stock	15,737	$0	0	D
Stock Option (Right to Buy)	$53.82	09/04/2025		D			11,843	(8)	(8)	Common Stock	11,843	$0	0	D
Stock Option (Right to Buy)	$74.8	09/04/2025		D			8,999	(8)	(8)	Common Stock	8,999	$0	0	D
Stock Option (Right to Buy)	$92.63	09/04/2025		D			7,838	(8)	(8)	Common Stock	7,838	$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 27 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.

4. Represents shares of Issuer common stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the Merger, were cancelled and converted into the right to receive $110.00 per share in cash.

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

6. 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.

7. Immediately prior to the effective time of the Merger, each Rollover RSU was assumed by Parent and converted into a restricted stock unit with respect to shares of Parent common stock, in an amount equal the product of (i) the number of shares of Issuer common stock underlying such Rollover RSU and (ii) a fraction (x) the numerator of which is $110.00 and (y) the denominator of which is the Parent Share Price (as defined in the Merger Agreement), rounded down to the nearest whole share.

8. 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 George T. Hendren	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.
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FAQ

What did George T. Hendren report on Form 4 for GMS (GMS)?

He reported tendering and disposing of GMS shares tied to the merger on 09/04/2025, with total reported disposals of 24,133 shares and 0 shares remaining.

What price did Hendren receive per share in the transaction?

$110.00 per share in cash was paid for tendered shares under the Merger Agreement.

How were Hendren's restricted stock units (RSUs) and options handled in the merger?

Non-rollover RSUs were cancelled for $110.00 cash each; Rollover RSUs were converted into Parent RSUs per the merger formula; stock options were cashed out for $110.00 minus the exercise price.

When did the merger-related transactions occur?

September 4, 2025 is the transaction date when the tender offer completed and the merger was effective.

Who signed the Form 4 on behalf of George T. Hendren?

Craig D. Apolinsky, Attorney-in-Fact for George T. Hendren, signed the filing on 09/08/2025.