Form 4: GMS CFO Deakin Cashes Out Shares in Home Depot Merger

GMS Inc. Chief Financial Officer Scott M. Deakin reported the disposition of common stock, restricted stock units, and stock options following the company's acquisition by The Home Depot, Inc. at $110 per share.

Summary

• GMS Inc. (GMS) completed its merger with Gold Acquisition Sub, Inc., a wholly owned subsidiary of The Home Depot, Inc., on September 4, 2025.
• Scott M. Deakin, SVP and Chief Financial Officer of GMS Inc., reported the disposition of his beneficial ownership in GMS Inc. securities as a result of the merger.
• Deakin tendered 23,847 shares of GMS common stock in the tender offer at a price of $110.00 per share in cash.
• This common stock amount includes 35 shares acquired by Deakin on August 21, 2025, through the GMS Inc. Employee Stock Purchase Plan.
• All outstanding restricted stock units (totaling 12,897 units) held by Deakin were cancelled and converted into the right to receive $110.00 in cash per unit, less applicable tax withholding.
• All outstanding stock options (totaling 94,268 options) held by Deakin were cancelled and converted into the right to receive $110.00 less the applicable exercise price per share in cash, less applicable tax withholding.

Sentiment

Score: 8

Explanation: The filing confirms the successful and timely completion of a major corporate transaction (merger) at the pre-agreed terms, resulting in a definitive cash payout for the reporting person's equity holdings. This indicates a positive and expected outcome for the insider and former shareholders.

Positives

• The merger transaction was successfully completed as per the Agreement and Plan of Merger dated June 29, 2025.
• Reporting person Scott M. Deakin received a cash payout for all his GMS Inc. common stock, restricted stock units, and stock options at the agreed-upon acquisition price of $110.00 per share/unit (minus exercise price for options).

Future Outlook

GMS Inc. has been acquired by The Home Depot, Inc. and is no longer an independent publicly traded entity. Its future operations and financial performance will be integrated into The Home Depot's reporting.

Industry Context

This transaction represents a significant consolidation event in the building materials distribution sector, with a major retailer acquiring a specialized distributor. Such acquisitions often reflect strategic moves by larger players to expand market share, diversify offerings, or integrate supply chains.

Stakeholder Impact

• Shareholders of GMS Inc. who tendered their shares received a cash payout of $110.00 per share.
• Employees holding GMS Inc. equity (like the CFO) received cash for their restricted stock units and stock options, providing liquidity for their holdings.

Key Dates

Keywords

GMS Inc., Home Depot, Merger, Acquisition, Form 4, Insider Transaction, Scott M. Deakin, Common Stock, Restricted Stock Units, Stock Options, Tender Offer