Gms Inc SEC Filings

GMS Inc. director Teri P. McClure reported the sale and conversion of holdings related to the company's acquisition by The Home Depot.

On 09/04/2025 Merger Sub completed a cash tender offer and merged into GMS Inc. Under the Merger Agreement, Ms. McClure tendered 17,834 shares of GMS common stock for $110.00 per share in cash. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 in cash (less tax withholding). Following these transactions, Ms. McClure holds 0 shares and 0 RSUs of GMS common stock as reported. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

GMS Inc. director Mitchell B. Lewis reported the disposition of his GMS common stock and restricted stock units in connection with a merger. On 09/04/2025 Merger Sub, a subsidiary of The Home Depot, completed a cash tender offer and merged with GMS Inc. Mr. Lewis tendered 16,756 shares of common stock for $110.00 per share, resulting in 0 shares of common stock beneficially owned after the transaction. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 per unit in cash less tax withholding. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

GMS Inc. insider reporting shows The Home Depot acquisition completed on September 4, 2025. Merger Sub completed a cash tender offer and merged into GMS under a Merger Agreement, and common shares were paid $110.00 per share in cash. Reporting person Theron I. Gilliam, a director, disposed of all common shares reported: 28,063 shares tendered and an additional 4,794 shares cancelled and converted into cash, leaving 0 shares beneficially owned. Outstanding restricted stock units (1,141 RSUs) were cancelled and converted into the right to receive $110.00 per unit in cash, less tax withholding.

GMS Inc. was acquired by a Home Depot subsidiary in a cash merger on September 4, 2025. Under the Merger Agreement, Merger Sub completed a $110.00 per-share cash tender offer and then merged into GMS, resulting in cash consideration to holders who tendered shares.

Reporting person John J. Gavin (a GMS director) tendered 27,470 shares at $110.00 per share for cash and had 1,141 restricted stock units cancelled and converted into $110.00 per RSU in cash less withholding, leaving 0 shares of common stock beneficially owned following the transactions.

GMS Inc. insider filing: Lisa M. Bachmann, a director of GMS Inc., reported transactions tied to the Merger with The Home Depot completed on 09/04/2025. Under the Merger Agreement, Merger Sub completed a cash tender offer at $110.00 per share and merged into GMS. The filing shows 12,903 shares of GMS common stock were tendered and disposed for cash at $110.00, leaving 0 shares owned following the transaction. Additionally, 1,141 restricted stock units were cancelled and converted into the right to receive $110.00 per unit in cash, less withholding. The Form 4 was signed by an attorney-in-fact on 09/08/2025.

FMR LLC and Abigail P. Johnson report beneficial ownership of 1,390,296.11 shares of GMS Inc. Together this stake represents 3.6% of GMS common stock. FMR LLC reports 1,388,466 shares of sole voting power and 1,390,296.11 shares of sole dispositive power; Abigail P. Johnson reports sole dispositive power for the same 1,390,296.11 shares and no voting power. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control. An exhibit is referenced for a related agreement.

GMS Inc. has completed a merger into The Home Depot and is withdrawing previously registered employee-plan securities. Pursuant to a merger agreement, Merger Sub merged with and into GMS, with GMS surviving as an indirect wholly owned subsidiary of The Home Depot and the merger becoming effective upon filing the certificate of merger. As a result, GMS has terminated all offerings under three Form S-8 registration statements that covered a total of registered shares under its equity plans and hereby removes from registration any securities that remain unsold, amending those registration statements to reflect the deregistration.

GMS Inc. completed a merger into an indirect wholly owned subsidiary of The Home Depot, Inc. Pursuant to the Merger Agreement dated June 29, 2025, Merger Sub merged with and into GMS with GMS surviving as an indirect wholly owned subsidiary of The Home Depot. The merger became effective on September 4, 2025, upon filing the certificate of merger in Delaware. As a result, GMS has terminated all offerings under three S-8 registration statements (Nos. 333-249994, 333-221940 and 333-217772) and has withdrawn from registration all unsold shares previously registered: 2,400,000 shares (2020 plan), 4,500,000 shares (2017 plans) and 2,679,381 shares (2014 plan). The registration statements are amended to reflect the deregistration of those unsold securities.

GMS Inc. has completed a merger with The Home Depot and is withdrawing unsold registered securities from previously filed Form S-8 registration statements. The Merger Agreement dated June 29, 2025 resulted in Merger Sub merging into GMS, with GMS surviving as an indirect wholly owned subsidiary of The Home Depot. The merger became effective on September 4, 2025 upon filing the certificate of merger in Delaware.

As a consequence, GMS terminated all offerings under Registration Statements Nos. 333-249994, 333-221940 and 333-217772 and, pursuant to its prior undertakings, has filed this post-effective amendment to remove and withdraw from registration all securities that remained unsold as of the date of this amendment.