DEAKIN SCOTT M 4

Accession 0001628280-25-041768

CIK 0001600438other

Filed

Sep 7, 8:00 PM ET

Accepted

Sep 8, 4:08 PM ET

Size

24.3 KB

Accession

0001628280-25-041768

Form 4

Period: 2025-09-04

SVP, Chief Financial Officer

Transactions

Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−7,429→ 0 total
Exercise: $30.10→ Common Stock (7,429 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−11,248→ 0 total
Exercise: $74.80→ Common Stock (11,248 underlying)
Disposition to Issuer
Restricted Stock Units
2025-09-04−1,671→ 0 total
→ Common Stock (1,671 underlying)
Disposition to Issuer
Restricted Stock Units
2025-09-04−2,969→ 0 total
→ Common Stock (2,969 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−10,347→ 0 total
Exercise: $92.63→ Common Stock (10,347 underlying)
Disposition from Tender
Common Stock
2025-09-04$110.00/sh−23,847$2,623,170→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−26,978→ 0 total
Exercise: $23.43→ Common Stock (26,978 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−18,527→ 0 total
Exercise: $49.13→ Common Stock (18,527 underlying)
Disposition to Issuer
Restricted Stock Units
2025-09-04−8,257→ 0 total
→ Common Stock (8,257 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−19,739→ 0 total
Exercise: $53.82→ Common Stock (19,739 underlying)

Footnotes (6)

[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.

Documents

1 file

GMS Inc.

CIK 0001600438

Entity typeother