{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-033989","form_type":"8-K","ticker":null,"cik":"0001600438","company_name":"GMS Inc.","filed_at":"2025-09-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:44.462057+00:00","generated_at":"2026-05-17T08:17:54.785991+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.03","5.02","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Home Depot completes acquisition of GMS Inc. for $110.00 per share in cash","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-033989","json":"https://secwatch.observer/filing/0001140361-25-033989.json","markdown":"https://secwatch.observer/filing/0001140361-25-033989.md","text":"https://secwatch.observer/filing/0001140361-25-033989.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/ef20055088_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T08:17:54.785991+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"80825cce5bb83801bcd51f163f9f987a51672d8b","claim":"GMS Inc.: Certificate of incorporation amended and restated in its entirety upon merger consummation.","evidence_excerpt":"the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"ddd59b56e3ed54f0a48a2311a42c0683654e0d05","claim":"GMS Inc.: Bylaws amended and restated in their entirety upon merger consummation.","evidence_excerpt":"the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"b9553d641a880f58655df696ca15dbdc4e03b476","claim":"GMS Inc. underwent a change of control involving The Home Depot, Inc. for $110.00 per Share (closed 2025-09-04).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"The Home Depot, Inc."},{"label":"Consideration","value":"$110.00 per Share"},{"label":"Closing","value":"2025-09-04"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}