Document

This policy applies to GMS Inc. and all of its subsidiaries and controlled affiliates and their respective directors, officers and employees (collectively, the “Company”). The Company is committed to preventing illegal insider trading by any Company personnel.

Illegal insider trading involves the fraudulent purchase or sale of securities of publicly-traded companies while aware of material, nonpublic information relating to those companies. The practice of “tipping” - improperly passing material, nonpublic information on to others or recommending to anyone the purchase or sale of any securities on the basis of material, nonpublic information - is also prohibited.

Information is “material” if a reasonable investor would consider the information to be important in making an investment decision or to have altered the “total mix” of information available. This includes a range of subjects, including the Company’s current or expected operating performance or consolidated financial results, pending or proposed acquisitions or strategic transactions, significant financing transactions, the loss or gain of a significant supplier, a management change or the Company’s expansion strategy. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material.

Information is “nonpublic” unless it has been broadly disseminated in the marketplace, such as through a Company press release, filing with the U.S. Securities and Exchange Commission (the “SEC”), previously-announced Company earnings call or another method intended to achieve broad distribution.

You may be at risk even if you have no involvement in making the trading decision and do not share in the proceeds of that trading. Exercise particular care to avoid communicating material, nonpublic information to family or friends. If they execute trades in Company securities that appear to be well-timed, your communications with them could come under scrutiny.

This policy applies to trading of any Company securities. For purposes of this policy, “trading” includes: (i) buying or selling securities (long or short); (ii) writing options (puts or calls); (iii) pledging securities; (iv) exercising options or converting convertible securities; (v) making an election to purchase or transfer under any employee stock purchase plan or dividend reinvestment plan; (vi) charitable donations and other gifts of Company securities; or (vii) deciding to invest in or divest of Company securities in a 401(k) plan, IRA or other retirement accounts, if available. Securities of the Company include common stock, preferred stock, restricted stock, share units, options, warrants, convertible debentures, derivative securities (whether or not the Company issues the derivative securities) such as publicly-traded options, including puts and calls, and Company debt securities.

This policy also precludes you from trading in the securities of another company with which the Company does business, including a customer or supplier of the Company, if you, in the course of working for the Company, have learned of material, nonpublic information about that other company, until the information becomes public or is no longer material.

Directors, Executive Officers and certain Designated Employees of the Company are subject to additional requirements because their roles at the Company expose them regularly to sensitive Company information. This policy sets additional safeguards for trading in Company securities by these individuals.

For purposes of this policy, “Executive Officers” include senior executives that are subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended. The list of Executive Officers and Directors is set forth on Exhibit A hereto.

“Designated Persons” include Company employees who have regular access to material, nonpublic information regarding the Company. This group includes employees who regularly receive or assist in the preparation of consolidated financial results, drafts of quarterly or annual earnings releases and liquidity or internal forecasts. The list of Designated Persons is set forth on Exhibit A hereto.

Directors, Executive Officers and Designated Persons are required to preclear any trading in Company securities with the General Counsel’s office. A request for preclearance should be submitted to the General Counsel’s office at least two (2) business days in advance of the proposed transaction. Once preclearance is granted, you must complete the precleared transaction within two (2) business days of the date of approval or such later date given in the approval.

Preclearance of securities trades is most likely to be granted during the Company’s quarterly “Trading Window.” The Trading Window typically will start upon the completion of the first full trading day after the day the Company’s release of quarterly or annual results and will conclude prior to market open on the tenth (10th) calendar day of the third (3rd) month of the fiscal quarter. In certain circumstances (such as the Company’s active consideration of a material transaction), the Trading Window will not be opened and securities trades will not be precleared. When a securities trade is not precleared, this information must be kept confidential.

If the requestor is a Director or Executive Officer of the Company, the requestor should also indicate whether he or she has effected any “opposite-way” transactions (i.e., a sale if the requestor is considering a purchase and a purchase if the requestor is considering a sale) within the past six

(6) months, and should be prepared to timely report his or her transactions in Company securities to the SEC on a Form 4 or Form 5. The requestor should also be prepared to comply with SEC Rule 144 and file Form 144, if necessary, at the time of any sale.

Because the Company believes it is inappropriate for Directors and Executive Officers to engage in short-term or speculative transactions involving Company securities, it is the Company’s policy that the Directors and Executive Officers shall not engage in any of the following activities with respect to Company securities:

•hedging or monetization transactions related to Company securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds; and

The Company permits 10b5-1 trading plans, which enable Directors, Executive Officers and other employees to provide unalterable instructions to trade securities at a later date. You may wish to implement a trading plan complying with the safe harbor provided by SEC Rule 10b5-1. If the plan is adopted while you are not aware of material, nonpublic information, this safe harbor is designed to protect you from insider trading violations even if you later become aware of material nonpublic information when trades are later executed under the 10b5-1 trading plan. Trades by Directors, Executive Officers and other employees of the Company under these plans will be exempt from this policy only if the General Counsel’s office reviews and preclears the 10b5-1 trading plan in advance.

•Stock Option Exercises. This policy does not apply to the exercise of an employee or director stock option acquired pursuant to the Company’s equity incentive plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

•Restricted Stock Awards. This policy does not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The policy does apply, however, to any market sale of restricted stock.

Illegal insider trading or tipping violations can expose the individuals involved to serious sanctions in a government proceeding. Moreover, an individual’s failure to comply with this policy may subject the individual to Company-imposed sanctions, including termination of employment or service, whether or not the employee’s failure to comply results in a violation of law.

To show that you have read the Securities Trading Policy and agree to be bound by it, please sign and return the attached copy of this letter to Crystal Hutchinson as soon as possible.

I have read and will comply with GMS Inc.’s Securities Trading Policy. I understand that I may be subject to sanctions, including, as to employees of the Company, termination of employment, which may be imposed by the Company for violation of the Company’s securities trading policy.


INDIVIDUAL:						CORPORATION or PARTNERSHIP:

						Printed name of entity:
(Signature)

Printed name:
Date signed:						By:
						Printed name:
						Title:
						Date signed:


						Very truly yours,


						Craig D. Apolinsky
						General Counsel