4//SEC Filing
Hendren George T 4
Accession 0001628280-25-041770
CIK 0001600438other
Filed
Sep 7, 8:00 PM ET
Accepted
Sep 8, 4:10 PM ET
Size
24.6 KB
Accession
0001628280-25-041770
Insider Transaction Report
Form 4
GMS Inc.GMS
Hendren George T
SVP, Chief Operating Officer
Transactions
- 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)
2025-09-04−15,737→ 0 totalExercise: $23.43→ Common Stock (15,737 underlying) - Disposition from Tender
Common Stock
2025-09-04$110.00/sh−21,675$2,384,250→ 2,458 total - Disposition to Issuer
Common Stock
2025-09-04$110.00/sh−2,458$270,380→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-09-04−1,337→ 0 total→ Common Stock (1,337 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−11,843→ 0 totalExercise: $53.82→ Common Stock (11,843 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−8,646→ 0 totalExercise: $49.13→ Common Stock (8,646 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−8,999→ 0 totalExercise: $74.80→ Common Stock (8,999 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-04−7,838→ 0 totalExercise: $92.63→ Common Stock (7,838 underlying) - Disposition to Issuer
Restricted Stock Units
2025-09-04−2,249→ 0 total→ Common Stock (2,249 underlying)
Footnotes (8)
- [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 27 shares acquired by the Reporting Person on August 21, 2025 pursuant to the GMS Inc. Employee Stock Purchase Plan.
- [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.
- [F5]Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- [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.
- [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.
- [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.
Documents
Issuer
GMS Inc.
CIK 0001600438
Entity typeother
Related Parties
1- filerCIK 0001940942
Filing Metadata
- Form type
- 4
- Filed
- Sep 7, 8:00 PM ET
- Accepted
- Sep 8, 4:10 PM ET
- Size
- 24.6 KB