[8-K] GMS Inc. Reports Material Event

Rhea-AI Filing Summary

Item 5.02 – Executive transition

Apple Inc. filed an 8-K announcing the Board’s appointment of Sabih Khan, 58, as Chief Operating Officer effective 25 July 2025. Khan succeeds Jeff Williams under a previously disclosed transition plan. He has served Apple since August 1995, most recently as Senior Vice President, Operations, and earlier as Vice President, Product Operations.

Khan entered into Apple’s standard executive indemnification agreement. The company stated no family relationships or related-party transactions requiring additional disclosure under Regulation S-K. The filing contains no financial data, strategic updates, or other material events.

Positive

• Internal promotion of a 30-year veteran supports leadership continuity and institutional knowledge.
• No related-party transactions or conflicts disclosed, indicating clean governance around the appointment.

Negative

• No financial or strategic information accompanied the executive change, offering little insight into operational outlook.

Insights

Corporate Governance Analyst

TL;DR: Long-serving operations chief elevated to COO; promotes continuity, limited direct financial impact.

The 8-K focuses solely on leadership succession. Promoting a 30-year veteran who already oversees global operations suggests operational stability and smooth knowledge transfer, mitigating typical succession risk. Because the appointment follows a predefined plan and includes standard indemnification, no governance red flags emerge. However, the filing lacks performance metrics or commentary on strategic priorities, so investors receive minimal insight into near-term financial implications.

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UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): July 25, 2025

GMS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-37784		46-2931287
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer of Indemnification No.)

115 Perimeter Center Place, Suite 600 Atlanta, Georgia		30346
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 392-4619

100 Crescent Centre
Parkway, Suite 800
Tucker, Georgia 30084

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Exchange on which registered
Common Stock, $0.01 par value per share		GMS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 8.01 Other Events.

On July 25, 2025, GYP Holdings III Corp. (the “Issuer”), a wholly owned subsidiary of GMS Inc., a Delaware corporation (the “Company”), delivered a notice of conditional full redemption (the “Redemption Notice”) to the holders of its outstanding 4.625% Senior Notes due May 1, 2029 (the “Notes”) issued under the indenture dated as of April 22, 2021 (the “Indenture”), by and among the Issuer, the other parties thereto and U.S. Bank National Association, as Trustee (the “Trustee”). Pursuant to the Redemption Notice and the terms of the Indenture, the Issuer will redeem all $350.0 million aggregate principal amount of outstanding Notes (the “Redemption”), at a redemption price of 101.156% of the principal amount of the Notes outstanding, plus accrued and unpaid interest to, but excluding, the redemption date, subject to the satisfaction of the Redemption Condition (as hereinafter defined).

The Redemption is conditioned upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 29, 2025, by and among The Home Depot, Inc., a Delaware corporation (“The Home Depot”), Gold Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of The Home Depot (“Merger Sub”), and the Company, pursuant to which, among other things and on the terms and subject to the conditions set forth therein, The Home Depot has agreed to acquire the Company, by way of a tender offer by Merger Sub for all outstanding shares of common stock of the Company and subsequent merger pursuant to Section 251(h) of the Delaware General Corporation Law (the “Redemption Condition”).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GMS INC.
	By:	/s/ Scott M. Deakin
	Name:	Scott M. Deakin
	Title:	Chief Financial Officer

Date: July 25, 2025

FAQ

Who has Apple (AAPL) appointed as its new Chief Operating Officer?

Sabih Khan was appointed COO, effective July 25 2025.

When does Sabih Khan’s COO appointment at Apple become effective?

The appointment is effective July 25 2025.

Whom does Sabih Khan succeed as Apple’s COO?

He succeeds Jeff Williams.

What prior roles has Sabih Khan held at Apple?

He was previously Senior Vice President, Operations and Vice President, Product Operations.

Did Apple disclose any related-party transactions involving Sabih Khan?

No; Apple stated there are no related-party transactions requiring disclosure.

Does the 8-K filing include any financial results or guidance?

No; the filing contains no financial metrics, guidance or strategic updates.