Scott M. Deakin - 04 Sep 2025 Form 4 Insider Report for GMS Inc. (GMS)

Reporting relationship: SVP, Chief Financial Officer
Issuer ticker: GMS
Reported as of: 04 Sep 2025
Net transaction value: -$2,623,170
SEC form: 4
Accepted by SEC: 08 Sep 2025, 16:08:07 UTC
Prior SEC filing: 05 Aug 2025
Source filing: View source filing
Reporting owner signature: /s/ Craig D. Apolinsky, Attorney-in-Fact for Scott M. Deakin

Key filing fact

Scott M. Deakin filed Form 4 for GMS Inc. (GMS) on 08 Sep 2025.

Key facts

This page summarizes Scott M. Deakin's Form 4 filing for GMS Inc. (GMS).
10 reported transactions and 9 derivative rows are listed below.
Accepted by SEC: 08 Sep 2025, 16:08.

Change

Previous filing in this sequence was filed on 05 Aug 2025.
Current net transaction value: -$2,623,170.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001399901 Primary reporting owner

DEAKIN SCOTT M

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

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

GMS transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $2,623,170
Shares: -23,847
Change %: -100%
Price: $110.00
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

GMS transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -1,671
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,671
Exercise price
Footnotes: F4, F5

GMS transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -2,969
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,969
Exercise price
Footnotes: F4, F5

GMS transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -8,257
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,257
Exercise price
Footnotes: F4, F5

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -7,429
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,429
Exercise price: $30.10
Footnotes: F6

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -26,978
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 26,978
Exercise price: $23.43
Footnotes: F6

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -18,527
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 18,527
Exercise price: $49.13
Footnotes: F6

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -19,739
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 19,739
Exercise price: $53.82
Footnotes: F6

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -11,248
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,248
Exercise price: $74.80
Footnotes: F6

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -10,347
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,347
Exercise price: $92.63
Footnotes: F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Scott M. Deakin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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").

Footnote F2

Represents shares of Issuer common stock that were tendered in the tender offer at a price of $110.00 per share in cash.

Footnote F3

Includes 35 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.

Footnote F4

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

Footnote 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.

Footnote 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.