Craig D. Apolinsky - 04 Sep 2025 Form 4 Insider Report for GMS Inc. (GMS)

Role
SVP, General Counsel
Signature
/s/ Craig D. Apolinsky
Issuer symbol
GMS
Transactions as of
04 Sep 2025
Net transactions value
-$1,756,260
Form type
4
Filing time
08 Sep 2025, 16:06:43 UTC
Previous filing
05 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Apolinsky Craig D SVP, General Counsel GMS INC., 115 PERIMETER CENTER PLACE, SUITE 600, ATLANTA /s/ Craig D. Apolinsky 08 Sep 2025 0001674921

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 $1,756,260 -15,966 -100% $110.00 0 04 Sep 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 -1,225 -100% $0.000000 0 04 Sep 2025 Common Stock 1,225 Direct F3, F4
transaction GMS Restricted Stock Units Disposed to Issuer $0 -2,069 -100% $0.000000 0 04 Sep 2025 Common Stock 2,069 Direct F3, F4
transaction GMS Restricted Stock Units Disposed to Issuer $0 -6,250 -100% $0.000000 0 04 Sep 2025 Common Stock 6,250 Direct F3, F4
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -3,512 -100% $0.000000 0 04 Sep 2025 Common Stock 3,512 $37.49 Direct F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -25,693 -100% $0.000000 0 04 Sep 2025 Common Stock 25,693 $25.60 Direct F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -15,706 -100% $0.000000 0 04 Sep 2025 Common Stock 15,706 $23.43 Direct F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -13,586 -100% $0.000000 0 04 Sep 2025 Common Stock 13,586 $49.13 Direct F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -11,843 -100% $0.000000 0 04 Sep 2025 Common Stock 11,843 $53.82 Direct F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -8,249 -100% $0.000000 0 04 Sep 2025 Common Stock 8,249 $74.80 Direct F5
transaction GMS Stock Option (Right to Buy) Disposed to Issuer $0 -7,211 -100% $0.000000 0 04 Sep 2025 Common Stock 7,211 $92.63 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Craig D. Apolinsky 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.
F5 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.