George T. Hendren - 04 Sep 2025 Form 4 Insider Report for GMS Inc. (GMS)

Reporting relationship: SVP, Chief Operating Officer
Issuer ticker: GMS
Reported as of: 04 Sep 2025
Net transaction value: -$2,654,630
SEC form: 4
Accepted by SEC: 08 Sep 2025, 16:10:47 UTC
Prior SEC filing: 28 Aug 2025
Source filing: View source filing
Reporting owner signature: /s/ Craig D. Apolinsky, Attorney-in-Fact for George T. Hendren

Key filing fact

George T. Hendren filed Form 4 for GMS Inc. (GMS) on 08 Sep 2025.

Key facts

This page summarizes George T. Hendren's Form 4 filing for GMS Inc. (GMS).
10 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 08 Sep 2025, 16:10.

Change

Previous filing in this sequence was filed on 28 Aug 2025.
Current net transaction value: -$2,654,630.

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 0001940942 Primary reporting owner

Hendren George T

Relationship: SVP, Chief Operating Officer
Address: GMS INC., 115 PERIMETER CENTER PLACE, SUITE 600, ATLANTA
Signature: /s/ Craig D. Apolinsky, Attorney-in-Fact for George T. Hendren
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: $2,384,250
Shares: -21,675
Change %: -90%
Price: $110.00
Shares after: 2,458
Date: 04 Sep 2025
Ownership: Direct
Footnotes: F1, F2, F3

GMS transaction

Common Stock

Disposed to Issuer

Transaction value: $270,380
Shares: -2,458
Change %: -100%
Price: $110.00
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Footnotes: F1, F4

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: -1,337
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,337
Exercise price
Footnotes: F5, F6

GMS transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $0
Shares: -2,249
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 2,249
Exercise price
Footnotes: F5, F6

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: F5, F7

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -8,646
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,646
Exercise price: $49.13
Footnotes: F8

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -15,737
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,737
Exercise price: $23.43
Footnotes: F8

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -11,843
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,843
Exercise price: $53.82
Footnotes: F8

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -8,999
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,999
Exercise price: $74.80
Footnotes: F8

GMS transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value: $0
Shares: -7,838
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 04 Sep 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,838
Exercise price: $92.63
Footnotes: F8

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

George T. Hendren is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 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 27 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.

Footnote F4

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.

Footnote F5

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

Footnote F6

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 F7

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.

Footnote F8

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.