---
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"
generated_at: "2026-05-17T08:17:54.785991+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Home Depot completes acquisition of GMS Inc. for $110.00 per share in cash

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-25-033989
- form_type: 8-K
- cik: 0001600438
- company_name: GMS Inc.
- filed_at: 2025-09-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-25-033989
- JSON: https://secwatch.observer/filing/0001140361-25-033989.json
- Plain text: https://secwatch.observer/filing/0001140361-25-033989.txt

## Key facts
- Governance Changes
  GMS Inc.: Certificate of incorporation amended and restated in its entirety upon merger consummation.
  - Change: charter amendment
  source text: the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm
- Governance Changes
  GMS Inc.: Bylaws amended and restated in their entirety upon merger consummation.
  - Change: bylaw amendment
  source text: the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1600438/000114036125033989/0001140361-25-033989-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.