John C. Turner Jr. - 04 Sep 2025 Form 4 Insider Report for GMS Inc. (GMS)

Role: President and CEO, Director
Signature: /s/ Craig D. Apolinsky, Attorney-in-Fact for John C. Turner, Jr.
Issuer symbol: GMS
Transactions as of: 04 Sep 2025
Net transactions value: -$8,812,760
Form type: 4
Filing time: 08 Sep 2025, 16:11:36 UTC
Previous filing: 05 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Turner John C JR	President and CEO, Director	GMS INC., 115 PERIMETER CENTER PLACE, SUITE 600, ATLANTA	/s/ Craig D. Apolinsky, Attorney-in-Fact for John C. Turner, Jr.	08 Sep 2025	0001537273

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GMS	Common Stock	Disposed to Issuer	$8,812,760	-80,116	-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	-7,353	-100%	$0.000000	0	04 Sep 2025	Common Stock	7,353		Direct	F3, F4
transaction	GMS	Restricted Stock Units	Disposed to Issuer	$0	-12,595	-100%	$0.000000	0	04 Sep 2025	Common Stock	12,595		Direct	F3, F4
transaction	GMS	Restricted Stock Units	Disposed to Issuer	$0	-37,178	-100%	$0.000000	0	04 Sep 2025	Common Stock	37,178		Direct	F3, F5
transaction	GMS	Stock Option (Right to Buy)	Disposed to Issuer	$0	-88,417	-100%	$0.000000	0	04 Sep 2025	Common Stock	88,417	$23.43	Direct	F6
transaction	GMS	Stock Option (Right to Buy)	Disposed to Issuer	$0	-74,110	-100%	$0.000000	0	04 Sep 2025	Common Stock	74,110	$49.13	Direct	F6
transaction	GMS	Stock Option (Right to Buy)	Disposed to Issuer	$0	-61,192	-100%	$0.000000	0	04 Sep 2025	Common Stock	61,192	$53.82	Direct	F6
transaction	GMS	Stock Option (Right to Buy)	Disposed to Issuer	$0	-49,491	-100%	$0.000000	0	04 Sep 2025	Common Stock	49,491	$74.80	Direct	F6
transaction	GMS	Stock Option (Right to Buy)	Disposed to Issuer	$0	-43,893	-100%	$0.000000	0	04 Sep 2025	Common Stock	43,893	$92.63	Direct	F6

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

John C. Turner Jr. 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, 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.
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 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.
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.