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. ("GMS") has received a cash tender offer at $110.00 per share from The Home Depot, Inc. via its wholly-owned subsidiary Gold Acquisition Sub, Inc. The offer was launched on 14 July 2025 and is scheduled to expire at 11:59 p.m. ET on 8 August 2025, unless extended in accordance with the merger agreement signed 29 June 2025.
Key terms of the agreement and offer:
- Consideration: $110.00 in cash for each outstanding GMS common share. 38,060,770 shares are outstanding, with an additional 1.2 million shares issuable through options and RSUs.
- Structure: front-end tender offer followed by a Section 251(h) DGCL short-form merger; untendered shares will be converted into the same $110.00 cash per-share consideration.
- Conditions: (1) Minimum Condition – a majority of outstanding shares must be validly tendered; (2) Antitrust Law Condition – clearance under the U.S. HSR Act and Canadian Competition Act; (3) Governmental Authority Condition – absence of legal restraints; (4) merger agreement not terminated.
- Termination fees: GMS pays $147.5 million (≈3.5 % of equity value) if it accepts a superior offer; Home Depot pays $230 million (≈5.4 %) if the transaction fails for certain antitrust reasons.
- Outside date: 29 June 2026, with up to two automatic three-month extensions if antitrust clearance remains outstanding.
- Board recommendation: After a multi-party process involving Party A, QXO and others, the GMS Board unanimously recommends that shareholders tender their shares. Jefferies LLC delivered a fairness opinion on 29 June 2025.
- Executive equity & compensation: All outstanding options and RSUs (other than specified rollover RSUs for CEO John C. Turner Jr. and COO George T. Hendren) will vest and be cashed out at closing. Tables in Items 3 and 4 detail individual cash proceeds; e.g., CEO Turner is entitled to $30.25 million for shares and awards, plus potential change-in-control severance.
- Employee protections: Home Depot will maintain base pay, target cash incentives and substantially similar benefits for employees for 12 months post-closing.
- Regulatory effort: Home Depot must take remedial actions that would not reasonably be expected to cause a material adverse effect on GMS to secure antitrust approvals.
The Schedule 14D-9 also summarises the background of negotiations, beginning with unsolicited outreach from QXO and Party A in mid-2024, culminating in Home Depot’s raised offer to $110 per share that the Board judged superior on value, certainty of financing and lower antitrust risk.
On 18 June 2025, a group of affiliates headed by Coliseum Capital Management, LLC filed an SEC Form 3 marking their initial beneficial ownership in GMS Inc. (GMS).
The filing discloses indirect ownership of 3,825,151 common shares, allocated as follows: Coliseum Capital Partners, L.P. (2,887,233), Coliseum Capital Co-Invest III, L.P. (25,846), Coliseum Capital Co-Invest IV, L.P. (280,165) and a separate managed account (631,907). No derivative securities are reported.
Managers Christopher S. Shackelton and Adam Gray are named 10% owners via their interests in the reporting entities. Each filer disclaims beneficial ownership beyond their pecuniary stake. The form is administrative; it records an existing position and contains no purchase price, trade date or valuation data.
GMS Inc. (NYSE: GMS) filed a Form 8-K dated June 19, 2025 disclosing that it has received an unsolicited proposal from QXO, Inc. to acquire 100% of its outstanding common shares. The notification was made under Item 8.01 (Other Events) and references a same-day press release, which is attached as Exhibit 99.1 and incorporated by reference.
The filing does not provide any financial terms, valuation, or timing details of QXO’s proposal, nor does it indicate the Board’s position or whether negotiations are under way. Other than listing the press release and the standard Inline XBRL cover page as exhibits, the Company made no additional disclosures. As such, investors only know that an external party has expressed interest in acquiring the company but material information such as offer price, financing structure, conditions, or strategic rationale remains undisclosed.