Welcome to our dedicated page for Gms SEC filings (Ticker: GMS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page aggregates historical SEC filings for GMS Inc. (formerly NYSE: GMS), offering a record of the company’s public reporting before and during its acquisition by The Home Depot. As a North American specialty distributor of wallboard, ceilings, steel framing and complementary construction products, GMS used its SEC filings to disclose financial performance, capital structure, acquisitions and major corporate transactions.
Prior to its deregistration, GMS filed periodic reports such as Forms 10-K and 10-Q, which contained detailed discussions of net sales by product group, gross profit, operating expenses, Adjusted EBITDA and free cash flow. These filings also described end market exposure to single-family, multi-family and commercial construction and outlined the company’s platform expansion activities, including acquisitions and greenfield openings. While specific periodic reports are not reproduced here, they form the backbone of GMS’s historical regulatory record.
Several Form 8-K filings in 2025 are especially significant. A June 30, 2025 Form 8-K describes the Agreement and Plan of Merger among GMS, The Home Depot and Gold Acquisition Sub, Inc., under which a tender offer would be commenced to acquire all outstanding GMS shares for cash. Subsequent 8-K filings detail the conditional redemption of senior notes, the announcement and results of quarterly earnings, and, on September 4, 2025, the completion of the tender offer and merger that made GMS an indirect, wholly owned subsidiary of The Home Depot.
Regulatory filings also document the end of GMS’s status as a publicly traded company. A Form 25, filed on September 4, 2025, relates to the removal of GMS common stock from listing and registration on the New York Stock Exchange under Section 12(b) of the Exchange Act. A Form 15, filed on September 15, 2025, certifies the termination of registration of GMS common stock under Section 12(g) and the suspension of its reporting obligations under Sections 13 and 15(d), noting that there was one holder of record at that time.
On Stock Titan, these filings can be paired with AI-powered summaries that explain the key points of each document in plain language. For example, users can quickly understand the implications of transaction-related 8-Ks, the delisting process reflected in Form 25, or the deregistration described in Form 15 without reading every line of the underlying text. This makes it easier to follow the sequence of events from GMS’s regular financial reporting through its acquisition and eventual deregistration as a public issuer.
GMS Inc. reported actions affecting equity awards in connection with a transaction effective as of the reported date. All outstanding stock options were fully vested immediately prior to the Effective Time and then cancelled, with holders receiving a cash payment equal to the product of the number of shares underlying each option and the amount by which the Offer Price exceeded each option's exercise price, net of required withholding. Two restricted stock unit grants issued August 1, 2025 to John C. Turner, Jr. and George T. Hendren did not vest; instead they were converted into Rollover RSUs tied to the acquiror's common stock. The number of parent shares issuable per Rollover RSU is based on the ratio of the Offer Price to the 10‑day VWAP ending three trading days prior to the Effective Time, and the Rollover RSUs retain substantially the same vesting and acceleration terms.
GMS Inc. is having its common stock removed from listing and/or registration on the New York Stock Exchange LLC under Section 12(b) of the Securities Exchange Act of 1934. The Exchange filed a Form 25, stating it has complied with its own rules and the requirements of 17 CFR 240.12d2-2(b) to strike this class of securities from listing and/or withdraw registration. The filing also notes that GMS Inc., as issuer, has complied with the Exchange’s rules and the requirements of 17 CFR 240.12d2-2(c) governing voluntary withdrawal of the common stock from listing and registration.
GMS Inc. reports that the tender offer by The Home Depot and its subsidiary to acquire GMS has successfully closed. The offer to purchase all outstanding GMS common shares at $110.00 per share in cash expired at one minute after 11:59 p.m. Eastern Time on September 3, 2025. As of that time, 30,337,823 shares, or about 79.5% of the then-outstanding shares, had been validly tendered and not withdrawn, satisfying the minimum condition and all other offer conditions.
Immediately after expiration, the purchaser accepted all tendered shares for payment. Because it now owns enough shares, The Home Depot plans to complete a merger under Section 251(h) of Delaware law, in which GMS will become an indirect, wholly owned subsidiary. At the merger’s effective time, each remaining GMS share (with limited exceptions) will be converted into the right to receive $110.00 in cash per share, and GMS shares will be delisted from the NYSE and deregistered under the Exchange Act.
GMS Inc. filed an amendment to its recommendation statement related to the cash tender offer by The Home Depot to acquire all outstanding GMS shares at $110.00 per share. The update focuses on Canadian regulatory clearance under the Canadian Competition Act.
The filing explains that the acquisition of GMS shares in the offer is a Notifiable Transaction in Canada and requires notification to the Commissioner of Competition and expiration or termination of a waiting period. On August 28, 2025, the Commissioner issued a “no-action” letter, confirming that the waiting period was terminated, allowing the parties to proceed under this Canadian regime. The amendment also notes a related Home Depot press release added as an exhibit.
GMS Inc. insider filing: The company reported that George T. Hendren, SVP and Chief Operating Officer and a director, disposed of 2,275 shares of GMS common stock on 08/27/2025 at a price of $0 as reported (transaction code G). After the sale, Mr. Hendren beneficially owns 24,106 shares. The Form 4 was signed by an attorney-in-fact on 08/28/2025.
GMS Inc. reported results for the quarter ended July 31, 2025 and disclosed a pending merger with The Home Depot. Net sales were $1,414.3 million, down 2.4% year-over-year, and net income was $43.6 million, down 23.9% from the prior year. Adjusted EBITDA was $135.5 million, a 7.1% decrease. The company incurred $5.5 million of transaction costs related to the pending merger and recorded $6.2 million of transaction costs in the quarter. The Home Depot commenced a tender offer at $110.00 per share and the merger is expected to close in the second half of 2025, subject to customary conditions and pending litigation challenging disclosures.
GMS Inc. filed a current report to share that it has released financial results for the three months ended July 31, 2025. The company announced these quarterly results through a press release dated August 28, 2025, which is attached to the report as Exhibit 99.1.
The press release is being "furnished" rather than "filed" under securities laws, meaning it is not automatically subject to certain liability provisions or incorporated into other regulatory filings unless specifically referenced. The report is signed on behalf of GMS Inc. by Chief Financial Officer Scott M. Deakin.
The amendment to GMS Inc.'s annual report for the fiscal year ended April 30, 2025, restates several governance and compensation disclosures. The filing affirms the company is current with Exchange Act reporting and electronic interactive data submissions. It discloses an aggregate market value of common stock held by non-affiliates of $3,471.3 million as of October 31, 2024, and 38,059,080 shares outstanding as of May 31, 2025. The report references the Companys Securities Trading Policy (filed as Exhibit 19.1) and describes the Compensation Discussion and Analysis for named executive officers, stock ownership guidelines requiring leadership to hold specified shares, a deferred compensation plan for non-employee directors, and fiscal 2025 director compensation information.