J. David Smith - Sep 4, 2025 Form 4 Insider Report for GMS Inc. (GMS)

Role: Director
Signature: /s/ Craig D. Apolinsky, Attorney-in-Fact for J. David Smith
Stock symbol: GMS
Transactions as of: Sep 4, 2025
Transactions value $: -$3,724,270
Form type: 4
Date filed: 9/8/2025, 04:03 PM
Previous filing: Aug 5, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
SMITH J DAVID	Director	GMS INC., 115 PERIMETER CENTER PLACE, SUITE 600, ATLANTA	/s/ Craig D. Apolinsky, Attorney-in-Fact for J. David Smith	2025-09-08	0001272974

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GMS	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$3.72M	-33.9K	-100%	$110.00	0	Sep 4, 2025	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GMS	Restricted Stock Units	Disposed to Issuer	$0	-1.14K	-100%	$0.00	0	Sep 4, 2025	Common Stock	1.14K		Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

J. David Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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").
F2	Represents shares of Issuer common stock that were tendered in the tender offer at a price of $110.00 per share in cash.
F3	Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
F4	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.