gms-20250430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


☒			Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended April 30, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From to

Commission File Number: 001-37784

______________________________________________________________

GMS INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________


Delaware			46-2931287
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

115 Perimeter Center Place, Suite 600,	Atlanta,	Georgia	30346
(Address of principal executive offices)			(Zip code)

(800) 392-4619

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

GMS

New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

______________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements

of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant

to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common stock of the Registrant held by non-affiliates of the Registrant on October 31, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, was $3,471.3 million (based on the closing sale price of the Registrant’s common stock on that date as reported on the New York Stock Exchange).

There were 38,059,080 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of May 31, 2025.


		Page
PART III
Item 10	Directors, Executive Officers and Corporate Governance	2
Item 11	Executive Compensation	13
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13	Certain Relationships and Related Party Transactions and Director Independence	34
Item 14	Principal Accountant Fees and Services	35
PART IV
Item 15	Exhibits and Financial Statements Schedules	37


		Experience
		•	Big Lots, Inc., Executive Vice President, Chief Merchandising and Operating Officer (2015 – 2020), Executive Vice President, Chief Operating Officer (2012 – 2015), Senior Vice President, Supply Chain Management and Chief Information Officer (2010 – 2012), Senior Vice President Merchandise Planning and Allocation and Chief Information Officer (2005 – 2010), Senior Vice President Merchandise Planning, Allocation and Presentation (2002 – 2005), a leading discount retailer operating over 1,400 stores in 47 states
		•	Ames Department Stores, Inc., Senior Vice President Planning and Allocation (1997 – 2002), formerly the fourth-largest discount retailer in the country
Lisa M. Bachmann		•	Casual Corner Group, Inc., Vice President of Planning and Allocation, formerly an American retail clothing chain operating under the names Casual Corner, Petite Sophisticate and August Max Woman brands, among others, with more than 1,200 stores at its peak

Age: 64		Qualifications and Attributes
		•	Public Company Leadership
Independent Director Since: 2020		•	Public Company Board Experience
		•	High Level of Financial Literacy
Committees		•	Distribution
•	Audit	•	Strategy Development
•	Nominating and Corporate	•	Mergers & Acquisitions
	Governance	•	Diversity

		Education
		•	MBA, Western New England University
		•	BS, Accounting, Western New England University
		•	CyberSecurity Certificate, National Association of Corporate Directors (NACD), Carnegie Mellon University

		Other Boards
		•	Currently serves on the board of directors and as a member of the Audit, Compensation, and Nominating and Corporate Governance Committees of Dorman Products, Inc., a publicly traded company


		Experience
		•	Goldman Sachs Value Accelerator, Operating Advisor (2021 – present), a centralized platform that partners with Goldman Sachs portfolio companies to build enduring businesses and create incremental value by leveraging the Goldman Sachs network
		•	LLR Partners, Inc., Senior Operating Advisor (2010 – 2017), a growth-oriented private equity firm
		•	Drake, Beam, Morin, Inc., Vice Chairman, Chief Executive Officer and President (2006 – 2009), an international career management and transitions management firm
		•	Right Management Consultants, Inc., President and Chief Operating Officer (1996 – 2004), a global provider of integrated consulting solutions across the employment lifecycle
John J. Gavin		•	Andersen Worldwide, Partner (1990 – 1996), a global firm providing a wide range of tax, valuation, financial advisory and related consulting services to individual and commercial clients

Age: 69		Qualifications and Attributes
		•	Public Company Leadership
Independent Director Since: 2014		•	Public Company Board Experience
		•	High Level of Financial Literacy
Chair of the Board Since: 2019		•	Building Products or Construction Industry
		•	Strategy Development
Committees		•	Mergers & Acquisitions
•	Audit	•	Corporate Governance

•	Nominating and Corporate	Education
	Governance	•	BBA, Temple University

		Other Boards
		•	Currently serves on the board of directors of Dorman Products, Inc., a publicly traded company and on the Advisory Board of the Center for Corporate Governance for Drexel University, Philadelphia
		•	Previously served on the board of directors of the following publicly traded companies: CSS Industries, Inc., DFC Global Corp, and Interline Brands, Inc.
		•	Currently serves on the boards of directors of various privately held companies


		Experience
		•	NES Fircroft, Chief Executive Officer (2014 – present), a global solutions company specializing in recruiting and deploying engineering talent to meet client needs in more than 65 countries
		•	AEA Investors LP, Managing Director and Operating Partner (2013 – 2014), a leading global private investment firm
		•	Adecco Group North America, CEO (2007 – 2012), a multi-brand specialty staffing and workforce solutions company
		•	Spent 20 years with PricewaterhouseCoopers LLP and then IBM Business Consulting Services when it acquired PricewaterhouseCoopers Consulting; led the global supply chain management consulting services business, as well as the Americas consumer, wholesale distribution and software industry practices at IBM

Theron I. Gilliam		Qualifications and Attributes
		•	Public Company Board Experience
Age: 60		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Independent Director Since: 2014		•	Strategy Development
		•	Mergers & Acquisitions
		•	Corporate Governance

Committees		Education
•	Human Capital Management	•	MBA, Finance, Columbia University
	and Compensation	•	BS, Systems Engineering, University of Virginia

•	Nominating and Corporate	Other Boards
	Governance	•	Currently serves on the board of directors of Lennar Corporation, a publicly traded company
		•	Currently serves on the board of NES Fircroft, a privately held company
		•	Previously served on the board of directors of Work Market, Inc., a privately held company


		Experience
		•	BlueLinx Holdings, Inc., Advisor to Chief Executive Officer (2022), President and Chief Executive Officer (2014 – 2021), a leading distributor of building and industrial products in the United States
		•	Euramax Holdings, Inc., now known as OmniMax International, Inc., President and Chief Executive Officer (2008 – 2013), Chief Operating Officer (2005 – 2008), Executive Vice President (2002 – 2005), Group Vice President (1997 – 2002), and President (1992 – 1997), a leading North American building products manufacturer.
		•	Alumax, Inc., Corporate Counsel, a fabricator of aluminum products for the transportation, distribution, building and construction, packaging, and consumer durables markets
Mitchell B. Lewis		•	Alston & Bird LLP, Attorney, Mergers and Acquisitions

Age: 63		Qualifications and Attributes
		•	Public Company Leadership
Independent Director Since: 2019		•	Public Company Board Experience
		•	High Level of Financial Literacy
Committees		•	Building Products or Construction Industry
•	Audit (Chair)	•	Distribution
•	Nominating and Corporate	•	Strategy Development
	Governance	•	Mergers & Acquisitions
		•	Corporate Governance

		Education
		•	JD, University of Michigan Law School
		•	BA, Economics, Emory University

		Other Boards
		•	Currently serves on the board of directors and as Chair of the Nominating and Governance Committee of BlueLinx Holdings, Inc., a publicly traded company, on the board of directors of Meteor Education, a privately held company, and on the board of directors of BCDI Meteor Holdings, LP, a Bain Capital Double Impact portfolio company
		•	Previously served on the board of directors of Euramax Holdings, Inc., a privately held company


		Experience
		•	United Parcel Service, Senior Vice President, Executive Management Committee (2005 – 2019), an American multinational shipping & receiving and supply chain management company
		•	Prior roles with United Parcel Service include General Counsel and Corporate Secretary, Chief Human Resources Officer, Senior Vice President of Compliance, Public Affairs, Communications, and Labor and Employment Counsel with subsequent roles in the legal department, compliance and operations before being promoted to the senior leadership team
		•	Troutman Pepper Hamilton Sanders LLP (formerly Troutman Sanders LLP), Attorney, Civil Litigation and Labor & Employment

		Qualifications and Attributes
Teri P. McClure		•	Public Company Leadership
		•	Public Company Board Experience
Age: 61		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Independent Director Since: 2019		•	Distribution
		•	Strategy Development
Committees		•	Mergers & Acquisitions
•	Human Capital Management	•	Corporate Governance
	and Compensation	•	Diversity

•	Nominating and Corporate	Education
	Governance (Chair)	•	JD, Emory University School of Law
		•	BSBA, Economics and Marketing, Washington University in St. Louis

		Other Boards
		•	Currently serves on the boards of directors of Fluor Inc., Lennar Corporation and JetBlue, each a publicly traded company
		•	Serves as the Compensation Committee Chair of Lennar Corporation and JetBlue


		Experience
		•	PepsiCo Frito-Lay North America, Senior Vice President and General Manager (1993 – 2017), one of the leading global companies in the snack chip industry. Served in numerous positions of increasing responsibility covering operations, sales and marketing, customer engagement and strategy.
		•	Procter & Gamble, Vice President, Sales and Marketing (1981 – 1993), an American multinational consumer goods corporation
		•	Maytag Corporation, Senior Vice President (1999 – 2001), an American home and commercial appliance company owned by Whirlpool Corporation

		Qualifications and Attributes
Randolph W. Melville		•	Public Company Leadership
		•	Public Company Board Experience
Age: 66		•	High Level of Financial Literacy
		•	Distribution
		•	Strategy Development
Independent Director Since: 2020		•	Mergers & Acquisitions
		•	Corporate Governance
		•	Diversity

		Education
Committees		•	BS, Sociology, Princeton University

•	Audit	Other Boards
•	Nominating and Corporate Governance	•	Currently serves on the board of directors of Saia, Inc., a publicly traded company
		•	Serves as the Chair of the Compensation Committee of Saia, Inc.
		•	Serves on the Board of Trustees for Northwestern Mutual
		•	Previously served on the board of directors of Interline Brands, Inc. and as a member of the Compensation Committee of Interline Brands, Inc.


		Experience
		•	Euramax International, Inc., Chair, Chief Executive Officer and President (1996 – 2008), a privately owned global producer of residential, commercial, and architectural building products
		•	Nortek, Inc., Chair (2010 – 2015) and Interim CEO (2011), a publicly owned producer of residential, commercial, and architectural building products

		Qualifications and Attributes
		•	Public Company Leadership
		•	Public Company Board Experience
		•	High Level of Financial Literacy
J. David Smith		•	Building Products or Construction Industry
		•	Distribution
Age: 76		•	Strategy Development
		•	Mergers & Acquisitions
Independent Director Since: 2014		•	Corporate Governance

		Education
Committees		•	BA, Political Science, Gettysburg College

•	Audit	Other Boards
•	Human Capital Management and Compensation (Chair)	•	Currently serves on the board of directors of BlueLinx Holdings, Inc., a publicly traded company
•	Nominating and Corporate Governance	•	Previously served on the board of directors and committees of the following privately held companies: Air Distribution Technologies, Henry Company, Houghton International, Inc., DiversiTech, Inc., Siamons International, Inc. (Chair), and Euramax International, Inc. (Chair)
		•	Previously served on the board of directors and committees of publicly held companies: Select Interior Concepts, Inc. (Chair), Nortek, Inc. (Chair), and Commercial Metals Company


		Experience
		•	Louisiana-Pacific, Inc., Chief Executive Officer (2017 – present), Chief Operating Officer (2016), Executive Vice President & General Manager, OSB (2015 – 2016), Senior Vice President & General Manager, Siding and Moldings (2004 – 2015), Vice President, Specialty Operations (2002 – 2004), Director Specialty Operations (2001 – 2002), Controller, Specialty Operations (1999 – 2001), a leading manufacturer of quality engineered wood building materials including OSB, structural framing products and exterior siding for use in residential, industrial and light commercial construction
		•	MacMillan Bloedel, General Manager, Bardcor Russellville Sheetfeeder (1996 – 1999), Controller, Primary Manufacturing (1993 – 1996), Director, Strategic Planning (1990 – 1993), Supervisor, Strategic Analysis (1987 – 1990), Supervisor, Resource Analysis (1984 – 1987), formerly a Canadian forestry company

		Qualifications and Attributes
W. Bradley Southern		•	Public Company Leadership
		•	Public Company Board Experience
Age: 65		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Independent Director Since: 2024		•	Distribution
		•	Strategy Development
		•	Mergers & Acquisitions
		•	Corporate Governance

Committees		Education
•	Human Capital Management	•	MFR, Forest Finance, University of Georgia
	and Compensation	•	BSFR, Forest Management, University of Georgia

•	Nominating and Corporate	Other Boards
	Governance	•	Currently serves as CEO and Chairman of the Board at Louisiana-Pacific, Inc., a publicly traded company
		•	Currently serves on the board of directors for The Forest Products Association of Canada and for the Nashville Branch of the Federal Reserve Bank of Atlanta
		•	Previously served on the board and Compensation Committee of Astec Industries, Inc., a publicly traded company
		•	Previously served on the boards of privately held organizations: Keller Group and Saltco Land and Timber Company


		Experience
		•	Gypsum Management and Supply, Inc., President and Chief Executive Officer (2019 – Present), a leading distributor of construction products for commercial and residential building supply needs for local contractors in North America
		•	Dal-Tile, a division of Mohawk Industries, Inc., President (2012 – 2019), Senior Vice President of Sales (2005 – 2008), Senior Vice President of Operations (2008 – 2011), and Chief Operating Officer (2011 – 2012), the world’s leading global flooring manufacturer

		Qualifications and Attributes
John C. Turner, Jr.		•	Public Company Leadership
		•	Public Company Board Experience
Age: 57		•	High Level of Financial Literacy
		•	Building Products or Construction Industry
Director Since: 2019		•	Distribution
		•	Strategy Development
Committees		•	Mergers & Acquisitions

•	None	Education
		•	BS BUAD, Marketing/Marketing Management, General, University of Southern California

		Other Boards
		•	Currently serves on the board of directors of TLB MM Corp., a privately held company


Base Salary			Fixed cash component of pay based on individual scope of experience and responsibilities, performance against goals, and peer and industry practices.

Annual Incentives			Variable cash component of pay intended to motivate and reward our executives for the achievement of select strategic goals of the Company.
			In fiscal year 2025, our annual incentives continued to be based on two corporate performance metrics: (1) Adjusted EBITDA (weighted 80%) and (2) Working Capital Turns (weighted 20%).

Long-Term Equity Incentives			Variable stock-based component of pay designed to motivate executives to deliver long-term stockholder value, while also providing a retention vehicle for our executive talent. In fiscal year 2025, equity awards were granted to our NEOs subject to three-year ratable vesting as follows:
			• Stock Options (50%)
			• Restricted Stock Units (“RSUs”) (50%)


What We Do	P	Pay-for-performance philosophy and culture
	P	Provide an appropriate mix of performance-based compensation and time-vesting awards to executives
	P	Responsible use of shares under our long-term incentive program
	P	Stock ownership requirements for all executives and non-executive directors
	P	Engage an independent compensation consultant
	P	Perform an annual risk assessment of our compensation program
What We Don't Do	X	No repricing of stock option awards without shareholder approval
	X	No resetting of financial targets for performance-based incentive awards
	X	No excessive prerequisites
	X	No single trigger vesting of equity following a change-in-control


Executive	Fiscal 2024 Base Salary		Fiscal 2025 Base Salary		% Change
John C. Turner, Jr.	$	865,000	$	925,000	6.9%
Scott M. Deakin	554,346		576,520		4.0%
Craig D. Apolinsky	449,686		467,673		4.0%
Leigh R. Dobbs	367,500		404,250		10.0%
George T. Hendren	517,500		560,000		8.2%


Metric	Weighting	Rationale
Adjusted EBITDA	80%	•	Adjusted EBITDA serves as a key measure of our profitability
Working Capital Turns	20%	•	Working Capital Turns measures our operating efficiency and inventory management


Name			Title
John C. Turner, Jr.			President and Chief Executive Officer
Scott M. Deakin			Senior Vice President and Chief Financial Officer
Craig D. Apolinsky			Senior Vice President, General Counsel and Corporate Secretary
Leigh R. Dobbs			Senior Vice President, Chief Human Resources Officer
George T. Hendren			Senior Vice President, Chief Operating Officer


Executive			Target
John C. Turner, Jr.			120%
Scott M. Deakin			70%
Craig D. Apolinsky			60%
Leigh R. Dobbs			60%
George T. Hendren			60%


					Actual Performance
Measures	Weighting	Threshold (25%)	Target (100%)	Maximum (200%)	Results	% Payout
Adjusted EBITDA(1)(2) (in millions)	80%	$538.0	$672.5	$807.0	$481.1	—%
Working Capital Turns(3) (as a % of annual net sales)	20%	21.30%	19.30%	17.80%	19.64%	83.0%
Total Weighted Payout						16.6%


Executive	2025 Earned Bonus
John C. Turner, Jr.	$	184,260
Scott M. Deakin	66,992
Craig D. Apolinsky	46,580
Leigh R. Dobbs	40,263
George T. Hendren	55,776


Executive	Number of RSUs	Grant Date Value of RSUs(1)	Number of Stock Options	Grant Date Value of Stock Options(1)
John C. Turner, Jr.	18,893	$1,750,000	43,893	$1,750,000
Scott M. Deakin	4,454	412,500	10,347	412,500
Craig D. Apolinsky	3,104	287,500	7,211	287,500
Leigh R. Dobbs	1,404	130,000	3,261	130,000
George T. Hendren	3,374	312,500	7,838	312,500


A.O. Smith Corporation	Boise Cascade Company	Pool Corporation
Applied Industrial Technologies, Inc.	Core & Main, Inc.	Simpson Manufacturing Co., Inc.
Armstrong World Industries, Inc.	Fastenal Company	SiteOne Landscape Supply, Inc.
Atkore International Group Inc.	JELD-WEN Holding, Inc.	TopBuild Corp.
Beacon Roofing Supply, Inc.	Lennox International Inc.	Watsco, Inc.
BlueLinx Holdings, Inc.	MSC Industrial Direct Co. Inc.


Position			Requirement
Chief Executive Officer			5x base salary
Other Named Executive Officers			1.5x base salary
Non-executive directors			5x annual cash retainer


Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)
John C. Turner, Jr.,	2025	$	925,000	$—	$	1,750,059	$	1,750,014	$	184,260	$	27,106	$	4,636,439
President and Chief	2024	865,000		—	1,650,013		1,650,030		977,606		23,294		5,165,943
Executive Officer(2)	2023	834,300		—	1,549,962		1,549,993		1,125,232		18,145		5,077,632

Scott M. Deakin,	2025	576,520		—	412,574		412,535		66,992		20,429		1,489,050
Senior Vice President	2024	554,346		—	375,047		375,008		375,907		22,313		1,702,621
and Chief Financial Officer(2)	2023	535,600		—	499,988		499,989		433,423		19,149		1,988,149
Craig D. Apolinsky,	2025	467,673		—	287,524		287,503		46,580		18,481		1,107,761
Senior Vice President,	2024	449,686		—	275,040		275,022		304,936		24,258		1,328,942
General Counsel and	2023	434,479		—	299,993		299,983		351,593		18,281		1,404,329
Corporate Secretary(2)
Leigh R. Dobbs,	2025	404,250		—	130,053		130,016		40,263		22,830		727,412
Senior Vice President,	2024	367,500		—	113,771		113,756		249,205		22,524		866,756
Chief Human Resources	2023	227,260		100,000	113,718		113,735		183,906		13,645		752,264
Officer(3)
George T. Hendren,	2025	560,000		—	312,534		312,501		55,776		19,544		1,260,355
Senior Vice President,	2024	517,500		—	300,023		300,027		350,921		18,265		1,486,736
Chief Operating Officer(2)	2023	471,050		—	299,993		299,983		417,553		40,357		1,528,936


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or	All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name	Grant Date(2)	Threshold ($)		Target ($)		Maximum ($)		Units (#)	Options (#)	Awards ($/Sh)	Awards ($)(3)
John C. Turner, Jr.	—	$	277,500	$	1,110,000	$	2,220,000	—	—	$—	$—
	8/1/2024	—		—		—		18,893	—	—	1,750,059
	8/1/2024	—		—		—		—	43,893	92.63	1,750,014
Scott M. Deakin	—	100,891		403,564		807,128		—	—	—	—
	8/1/2024	—		—		—		4,454	—	—	412,574
	8/1/2024	—		—		—		—	10,347	92.63	412,535
Craig D. Apolinsky	—	70,151		280,604		561,208		—	—	—	—
	8/1/2024	—		—		—		3,104	—	—	287,524
	8/1/2024	—		—		—		—	7,211	92.63	287,503
Leigh R. Dobbs	—	60,638		242,550		485,100		—	—	—	—
	8/1/2024	—		—		—		1,404	—	—	130,053
	8/1/2024	—		—		—		—	3,261	92.63	130,016
George T. Hendren	—	84,000		336,000		672,000		—	—	—	—
	8/1/2024	—		—		—		3,374	—	—	312,534
	8/1/2024	—		—		—		—	7,838	92.63	312,501


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Un-exercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Units That Have Not Vested (#)	Market Value of Units That Have Not Vested ($)(1)
John C. Turner, Jr.	88,417	—	23.43	08/01/30	43,198(2)	$3,164,685
	74,110	—	49.13	08/01/31
	40,795	20,397(3)	53.82	08/01/32
	16,497	32,994(4)	74.80	08/01/33
	—	43,893(5)	92.63	08/01/34

Scott M. Deakin	7,429	—	30.10	10/21/29	10,892(6)	797,948
	26,978	—	23.43	08/01/30
	18,527	—	49.13	08/01/31
	13,160	6,579(3)	53.82	08/01/32
	3,750	7,498(4)	74.80	08/01/33
	—	10,347(5)	92.63	08/01/34

Craig D. Apolinsky	3,512	—	37.49	12/01/27	7,413(7)	543,076
	25,693	—	25.60	08/01/28
	15,706	—	23.43	08/01/30
	13,586	—	49.13	08/01/31
	7,896	3,947(3)	53.82	08/01/32
	2,750	5,499(4)	74.80	08/01/33
	—	7,211(5)	92.63	08/01/34

Leigh R. Dobbs	3,323	1,661(8)	45.67	09/06/32	3,248(9)	237,948
	1,138	2,274(4)	74.80	08/01/33
	—	3,261(5)	92.63	08/01/34

George T. Hendren	5,000	—	25.60	08/01/28	7,906(10)	579,194
	15,737	—	23.43	08/01/30
	8,646	—	49.13	08/01/31
	7,896	3,947(3)	53.82	08/01/32
	3,000	5,999(4)	74.80	08/01/33
	—	7,838(5)	92.63	08/01/34


Name	Accrued Benefits ($)		Cash Severance ($)		Pro Rata Bonus ($)		Medical Coverage ($)		Total ($)
John C. Turner, Jr.	$	77,083	$	2,497,500	$	184,260	$	44,934	$	2,803,777
Scott M. Deakin	48,043		576,520		66,992		27,653		719,208
Craig D. Apolinsky	38,973		467,673		46,580		27,653		580,879
Leigh R. Dobbs	33,688		404,250		40,263		27,653		505,854
George T. Hendren	46,667		560,000		55,776		27,653		690,096


Name	Number of Stock Options (#)(1)	Value of Stock Options ($)(2)		Number of Stock Awards (#)(3)	Value of Stock Awards ($)(4)		Total ($)
John C. Turner, Jr.	97,284	$	396,518	43,198	$	3,164,685	$	3,561,203
Scott M. Deakin	24,424	127,896		10,892	797,948		925,844
Craig D. Apolinsky	16,657	76,730		7,413	543,076		619,806
Leigh R. Dobbs	7,196	45,827		3,248	237,948		283,775
George T. Hendren	17,784	76,730		7,906	579,194		655,924


Compensation Measure Used to Identify Median Employee			Total gross wages as derived from the Company’s payroll records
Median Employee Fiscal 2025 Annual Compensation			$72,368, calculated in the same manner as we calculated total compensation of the CEO in the Summary Compensation Table
CEO Fiscal 2025 Annual Compensation			$4,636,439, as reported in the Summary Compensation Table
Pay Ratio			64:1


Element of Compensation	Amount
Non-executive chair cash retainer	$	100,000
Director cash retainer	100,000
Chair of Audit Committee cash retainer	25,000
Chair of Human Capital Management and Compensation Committee cash retainer	25,000
Chair of the Nominating and Corporate Governance Committee cash retainer	15,000
Member of the Audit Committee cash retainer	12,500
Member of the Human Capital Management and Compensation Committee cash retainer	10,000
Member of the Nominating and Corporate Governance Committee cash retainer	7,500
Director grant of restricted stock units	125,000


Name	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Option Awards ($)	Total ($)
Lisa M. Bachmann	$	120,000	$	125,000	$—	$	245,000
John J. Gavin	246,250		125,000		—	371,250
Theron I. Gilliam	117,500		125,000		—	242,500
Mitchell B. Lewis	132,500		125,000		—	257,500
Teri P. McClure	125,000		125,000		—	250,000
Randolph W. Melville	120,000		125,000		—	245,000
J. David Smith	145,000		125,000		—	270,000
W. Bradley Southern	117,500		125,000		—	242,500


Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage of Class
5% Stockholders
BlackRock, Inc.(1)	5,496,079	14.4%
The Vanguard Group(2)	4,605,463	12.1%
Coliseum Capital Management, LLC(3)	3,825,151	10.1%
FMR LLC(4)	3,444,937	9.1%
Dimensional Funds LP(5)	1,991,418	5.2%
Directors and Named Executive Officers
John C. Turner, Jr.(6)	361,818	*
Scott M. Deakin(7)	110,219	*
Craig D. Apolinsky(8)	96,046	*
Leigh R. Dobbs(9)	12,601	*
George T. Hendren(10)	73,109	*
Lisa M. Bachmann(11)	12,903	*
John J. Gavin(11)	27,470	*
Theron I. Gilliam(11)	32,857	*
Mitchell B. Lewis(11)	16,756	*
Teri P. McClure(11)	17,834	*
Randolph W. Melville(11)	9,205	*
J. David Smith(11)	33,857	*
W. Bradley Southern(11)	426	*
All executive officers and directors as a group (13 persons)(12)	805,101	2.1%


Type of Fees	Fiscal Year Ended April 30, 2025		Fiscal Year Ended April 30, 2024
Audit Fees(1)	$	3,209,873	$	3,407,319
Audit-Related Fees(2)	—		308,190
Tax Fees(3)	—		—
All Other Fees(4)	4,849		4,621
Total	$	3,214,722	$	3,720,130


Exhibit No.						Exhibit Description
2.1						Agreement and Plan of Merger, dated as of June 29, 2025, by and among The Home Depot, Inc., Gold Acquisition Sub, Inc., and GMS Inc. (incorporated by reference to Exhibit 2.1 to GMS Inc.’s Current Report on Form 8-K filed on June 30, 2025 (File No. 001-37784)).
3.1						Third Amended and Restated Certificate of Incorporation of GMS Inc. (incorporated by reference to Exhibit 3.1 to GMS Inc.’s Current Report on Form 8-K filed on October 23, 2020 (File No. 001-37784)).
3.2						Third Amended and Restated Bylaws of GMS Inc. (incorporated by reference to Exhibit 3.1 to GMS Inc.’s Current Report on Form 8-K filed on January 24, 2025 (File No. 001-37784)).
4.1						Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to Amendment No. 5 to GMS Inc.’s Registration Statement on Form S-1 filed on May 16, 2016 (File No. 333-205902)).
4.2						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to GMS Inc.’s Annual Report on Form 10-K filed on June 25, 2020 (File No. 001-37784)).
10.1						Second Amended and Restated ABL Credit Agreement by and among GYP Holdings II Corp., the Company, as the U.S. Borrower, Titan GMS Limited Partnership, a Manitoba limited partnership, as the Canadian Borrower, the lenders named therein, and Wells Fargo Bank, N.A., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 to GMS Inc.'s Current Report on Form 8-K filed December 23, 2022 (File No. 001-37784)).
10.1.1						First Amendment to Second Amended and Restated ABL Credit Agreement, dated May 23, 2024, by and among GYP Holdings II Corp, the Company, as the U.S. Borrower, Titan GMA Limited Partnership, a Manitoba limited partnership, as the Canadian Borrower, the lenders named therein, and Wells Fargo Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit to Exhibit 10.1 to GMS Inc.’s Quarterly Report on Form 10-Q filed on August 29, 2024 (File No. 001-37784)).
10.2						First Lien Credit Agreement, among GYP Holdings III Corp., the entities listed on Schedule I thereto, GYP Holdings II Corp., Wells Fargo Bank, N.A., the other lenders party thereto, Royal Bank of Canada, Credit Suisse Securities (USA) LLC, UBS Securities LLC, SunTrust Bank and RBC Capital Markets, LLC, dated April 1, 2014 (incorporated by reference to Exhibit 10.6 to Amendment No. 2 to GMS Inc.’s Registration Statement on Form S-1 filed on October 5, 2015 (File No. 333-205902)).
10.2.1						Incremental First Lien Term Commitments Amendment to First Lien Credit Agreement, among GYP Holdings III Corp., as borrower, GYP Holdings II Corp., the financial institutions from time to time party thereto, and Credit Suisse AG, as administrative and collateral agent, dated September 27, 2016 (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K filed on September 29, 2016 (File No. 001-37784)).
10.2.2						Second Amendment to First Lien Credit Agreement, dated as of June 7, 2017, among GYP Holdings III Corp., GYP Holdings II Corp., the other guarantors party thereto, and Credit Suisse AG, as administrative agent and as 2017 Incremental First Lien Lender (as defined therein) (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K filed on June 9, 2017 (File No. 001-37784)).
10.2.3						Third Amendment to First Lien Credit Agreement, dated as of June 1, 2018, among GYP Holdings III Corp., GYP Holdings II Corp., the other guarantors party thereto, Credit Suisse AG, as administrative agent, and Barclays Bank PLC, as 2018 Incremental First Lien Lender (as defined therein) (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K filed on June 4, 2018 (File No. 001-37784)).
10.2.4						Fourth Amendment to First Lien Credit Agreement, dated as of April 22, 2021, by and among GYP Holdings III Corp., GYP Holdings II Corp., the subsidiary guarantors party thereto, Credit Suisse AG, as administrative agent, and the lenders party thereto (including the Senior Credit Agreement as amended thereby, as an exhibit thereto) (incorporated by reference to Exhibit 10.2 to GMS Inc.'s Current Report on Form 8-K filed on April 22, 2021 (File No. 001-37784)).
10.2.5						Fifth Amendment to First Lien Credit Agreement by and among the Company, GYP Holdings II Corp., certain subsidiaries of the Company party thereto, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch (incorporated by reference to Exhibit 10.2 to GMS Inc.'s Current Report on Form 8-K filed on December 23, 2022 (File No. 001-37784)).


10.2.6						Amendment No. 6 to First Lien Credit Agreement by and among the Company, GYP Holdings II Corp., certain subsidiaries of the Company party thereto, the lenders party thereto, Credit Suisse, as the retiring administrative agent and collateral agent, and JPMorgan, as the successor administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K filed on May 15, 2023 (File No. 001-37784)).
10.2.7						Amendment No. 7 by and among the Company, GYP Holdings II Corp., certain subsidiaries of the Company party thereto, the lenders party thereto, and JPMorgan Chase Bank N.A., as the administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K filed on February 5, 2024 (File No. 001-37784)).
10.3						ABL/Term Intercreditor Agreement, among GYP Holdings III Corp., GYP Holdings II Corp., the other Grantors party thereto, Wells Fargo Bank, N.A., Credit Suisse AG and each additional Representative from time to time party thereto, dated April 1, 2014 (incorporated by reference to Exhibit 10.8 to Amendment No. 2 to GMS Inc.’s Registration Statement on Form S-1 filed on October 5, 2015 (File No. 333-205902)).
10.4						Indenture, dated as of April 22, 2021, by and among GYP Holdings III Corp., GYP Holdings II Corp., the guarantors listed therein and U.S. Bank, National Association (including the form of Note attached as an exhibit thereto) (incorporated by reference to Exhibit 10.1 to GMS Inc.'s Current Report on Form 8-K filed on April 22, 2021 (File No. 001-37784)).
10.5†						Employment Agreement with John C. Turner, Jr., dated as of March 29, 2019 (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K dated April 3, 2019 (File No. 001-37784)).
10.6†						Amendment to Employment Agreement with John C. Turner, Jr., dated as of June 22, 2021 (incorporated by reference to Exhibit 10.6 to GMS Inc.'s Annual Report on Form 10-K filed June 24, 2021 (File No. 001-37784)).
10.7†						Employment Agreement with Scott Deakin, dated as of October 21, 2019 (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K dated October 3, 2019 (File No. 001-37784)).
10.8†						Amendment to Employment Agreement with Scott M. Deakin, dated as of June 22, 2021 (incorporated by reference to Exhibit 10.8 to GMS Inc.'s Annual Report on Form 10-K filed June 24, 2021 (File No. 001-37784)).
10.9†						Employment Agreement, by and between Craig Apolinsky and the Company, dated June 30, 2015 (incorporated by reference to Exhibit 10.20 to Amendment No. 5 to GMS Inc.’s Registration Statement on Form S-1 filed on May 16, 2016 (File No. 333-205902)).
10.10†						Amendment to Employment Agreement with Craig D. Apolinsky, dated as of June 22, 2021 (incorporated by reference to Exhibit 10.11 to GMS Inc.'s Annual Report on Form 10-K filed June 24, 2021 (File No. 001-37784)).
10.11†						Employment Agreement dated July 18, 2022 between George Travis Hendren and GMS Inc. (incorporated by reference to Exhibit 10.1 to GMS Inc.'s Current Report on Form 8-K filed July 22, 2022 (File No.001-37784)).
10.12†						Employment Agreement with Leigh R. Dobbs, dated as of August 9, 2022 (incorporated by reference to Exhibit 10.1 to GMS Inc.'s Quarterly Report on Form 10-Q file August 31,2023 (File No. 001-37784)).
10.13†						2014 GMS Inc. Stock Option Plan, effective April 1, 2014 (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to GMS Inc.’s Registration Statement on Form S-1 filed on October 5, 2015 (File No. 333-205902)).
10.14†						Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.18 to Amendment No. 2 to GMS Inc.’s Registration Statement on Form S-1 filed on October 5, 2015 (File No. 333-205902)).
10.15†						GMS Inc. Equity Incentive Plan (incorporated by reference to Appendix A to GMS Inc.’s Definitive Proxy Statement on Schedule 14A filed August 22, 2017 (File No. 333-205902)).
10.15.1†						Amendment to GMS Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Quarterly Report on Form 10-Q filed December 4, 2018 (File No. 001-37784)).
10.16†						Form of Nonqualified Stock Option Agreement under the GMS Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K dated October 20, 2017 (File No. 001-37784)).
10.17†						Form of Restricted Stock Unit Agreement under the GMS Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to GMS Inc.’s Current Report on Form 8-K dated October 20, 2017 (File No. 001-37784)).
10.18†						Form of Non-Statutory Stock Option Award Agreement under the GMS Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to GMS Inc.’s Quarterly Report on Form 10-Q filed August 29, 2019 (File No. 001-37784)).


10.19†						Form of Restricted Stock Unit Award Agreement under the GMS Inc. Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to GMS Inc.’s Quarterly Report on Form 10-Q filed August 29, 2019 (File No. 001-37784)).
10.20†						GMS Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix E to GMS Inc.’s Definitive Proxy Statement on Schedule 14A filed August 27, 2020 (File No. 333-205902)).
10.21†						Form of Nonqualified Stock Option Agreement under the GMS Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to GMS Inc.’s Current Report on Form 8-K filed November 10, 2020 (File No. 001-37784)).
10.22†						Form of Restricted Stock Unit Agreement under the GMS Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to GMS Inc.’s Current Report on Form 8-K filed November 10, 2020 (File No. 001-37784)).
10.23†						Form of Nonqualified Stock Option Agreement under the GMS Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to GMS Inc.'s Quarterly Report on Form 10-Q filed September 2, 2021 (File No. 001-37784)).
10.24†						Form of Restricted Stock Unit Agreement under the GMS Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to GMS Inc.'s Quarterly Report on Form 10-Q filed September 2, 2021 (File No. 001-37784)).
10.25†						GMS Inc. Employee Stock Purchase Plan (incorporated by reference to Appendix B to GMS Inc.’s Definitive Proxy Statement on Schedule 14A filed August 22, 2017 (File No. 333-205902)).
10.26†						GMS Inc. Annual Incentive Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 2 to GMS Inc.’s Registration Statement on Form S-1 filed on October 5, 2015 (File No. 333-205902)).
10.27†						Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.23 to GMS Inc.’s Annual Report on Form 10-K filed June 27, 2019 (File No. 001-37784)).
10.28						Form of Indemnification Agreement between the Company and its directors and officers (incorporated by reference to Exhibit 10.22 to Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 filed on May 23, 2016 (File No. 333-205902)).
19.1						Insider Trading Policy (incorporated by reference to Exhibit 19.1 to GMS Inc.’s Annual Report on Form 10-K filed June 20, 2024 (File No. 001-37784)).
21.1						List of subsidiaries of GMS Inc. (previously filed with the Original Filing ).
23.1						Consent of Ernst & Young LLP, independent registered public accounting firm (previously filed with the Original Filing ).
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed with the Original Filing ).
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed wi th the Original F iling ).
97.1						Clawback Policy (incorporated by reference to Exhibit 97.1 to GMS Inc.’s Annual Report on Form 10-K filed June 20, 2024 (File No. 001-37784)).
101 INS*						XBRL Instance Document – the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.
101 SCH*						Inline XBRL Taxonomy Extension Schema Document.
101 CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101 DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101 LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101 PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).