Scott M. Deakin - Sep 4, 2025 Form 4 Insider Report for GMS Inc. (GMS)

Signature
/s/ Craig D. Apolinsky, Attorney-in-Fact for Scott M. Deakin
Stock symbol
GMS
Transactions as of
Sep 4, 2025
Transactions value $
-$2,623,170
Form type
4
Date filed
9/8/2025, 04:08 PM
Previous filing
Aug 5, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DEAKIN SCOTT M SVP, Chief Financial Officer GMS INC., 115 PERIMETER CENTER PLACE, SUITE 600, ATLANTA /s/ Craig D. Apolinsky, Attorney-in-Fact for Scott M. Deakin 2025-09-08 0001399901

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 -$2.62M -23.8K -100% $110.00 0 Sep 4, 2025 Direct F1, F2, F3

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 -1.67K -100% $0.00 0 Sep 4, 2025 Common Stock 1.67K Direct F4, F5
transaction GMS Restricted Stock Units Disposed to Issuer $0 -2.97K -100% $0.00 0 Sep 4, 2025 Common Stock 2.97K Direct F4, F5
transaction GMS Restricted Stock Units Disposed to Issuer $0 -8.26K -100% $0.00 0 Sep 4, 2025 Common Stock 8.26K Direct F4, F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -7.43K -100% $0.00 0 Sep 4, 2025 Common Stock 7.43K $30.10 Direct F6
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -27K -100% $0.00 0 Sep 4, 2025 Common Stock 27K $23.43 Direct F6
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -18.5K -100% $0.00 0 Sep 4, 2025 Common Stock 18.5K $49.13 Direct F6
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -19.7K -100% $0.00 0 Sep 4, 2025 Common Stock 19.7K $53.82 Direct F6
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -11.2K -100% $0.00 0 Sep 4, 2025 Common Stock 11.2K $74.80 Direct F6
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -10.3K -100% $0.00 0 Sep 4, 2025 Common Stock 10.3K $92.63 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott M. Deakin 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 Includes 35 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.
F4 Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
F5 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.
F6 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.