GMS Inc.: M&A transaction — Home Depot completes acquisition of GMS Inc. for $110.00 per share in cash

GMS Inc.

Tender offer expired Sep 3 with 30.3M shares (~79.5%) validly tendered; merger completed Sep 4.
GMS shareholders receive $110.00 per share in cash; shares to be delisted from NYSE and deregistered.
Company repaid all outstanding obligations under Term Loan Facility, ABL Facility, and redeemed $350M 4.625% Senior Notes at 101.156%.
All directors resigned; new directors appointed from Home Depot (Richard McPhail, Teresa Roseborough, Ann-Marie Campbell).
Certificate of incorporation and bylaws amended and restated; Company now indirect wholly owned subsidiary of Home Depot.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GMS Inc.: Certificate of incorporation amended and restated in its entirety upon merger consummation.

Change: charter amendment

Exact text from the filing

the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GMS Inc.: Bylaws amended and restated in their entirety upon merger consummation.

Change: bylaw amendment

Exact text from the filing

the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated in their entirety.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

GMS Inc. underwent a change of control involving The Home Depot, Inc. for $110.00 per Share (closed 2025-09-04).

Action: change of control
Counterparty: The Home Depot, Inc.
Consideration: $110.00 per Share
Closing: 2025-09-04

Exact text from the filing

Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Shares”), at a price of $110.00 per Share to the holder thereof in cash, without interest and subject to any required withholding taxes (the “Offer Price”). The Offer and withdrawal rights expired at one minute

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Source: SEC EDGAR

accession 0001140361-25-033989

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