GMS becomes Home Depot subsidiary; 9.6M S-8 shares deregistered

Rhea-AI Filing Summary

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terminated all offerings under three S-8 registration statements (Nos. 333-249994, 333-221940 and 333-217772) and has withdrawn from registration all unsold shares previously registered: 2,400,000 shares (2020 plan), 4,500,000 shares (2017 plans) and 2,679,381 shares (2014 plan).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.

Positive

• Corporate control clarified: GMS is now an indirect wholly owned subsidiary of The Home Depot, providing clear ownership status
• Regulatory housekeeping completed: The company withdrew unsold shares from registration, aligning filings with the post-merger capital structure

Negative

• Registered employee equity removed: Unsold shares under three S-8s (2,400,000; 4,500,000; 2,679,381) were deregistered, which may limit public issuance under those plans
• Public registration ceased for unsold securities: Deregistration removes availability of those shares for public sale under the prior registration statements

Insights

M&A Specialist

TL;DR: GMS was merged into a Home Depot subsidiary and its registered but unsold equity under three S-8s was withdrawn.

The filing records a completed statutory merger in which GMS became an indirect wholly owned subsidiary of The Home Depot. The immediate, explicit effect is the termination of previously registered employee and equity-plan offerings and the formal withdrawal of any unsold shares from registration under three S-8 registration statements. For investors and plan participants, this is a structural change to equity availability and corporate ownership; the document conveys corporate status change and related administrative deregistration without providing further financial or consideration details.

Corporate Governance Expert

TL;DR: The company’s equity registration was rescinded following completion of a takeover, altering governance and public registration of plan shares.

The post-effective amendment documents removal of all unsold securities from registration as required by prior undertakings in the S-8s. This reflects the transition from a reporting public issuer issuing equity under employee plans to a private subsidiary status for those shares, as evidenced by the merger closing and certificate of merger filing. The filing does not disclose treatment of outstanding awards, cash or share consideration, or changes to equity plan administration beyond the deregistration action.

As filed with the Securities and Exchange Commission on September 4, 2025   Registration No. 333-249994 Registration No. 333-221940 Registration No. 333-217772

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-249994

FORM S-8 REGISTRATION STATEMENT NO. 333-221940

FORM S-8 REGISTRATION STATEMENT NO. 333-217772

UNDER

THE SECURITIES ACT OF 1933

GMS Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)   115 Perimeter Center Place, Suite 600 Atlanta, Georgia (Address of Principal Executive Offices) 46-2931287 (I.R.S. Employer Identification No.)     30346 (Zip Code)

GMS Inc. 2020 Equity Incentive Plan

GMS Inc. Equity Incentive Plan

GMS Inc. Employee Stock Purchase Plan

2014 GMS Inc. Stock Option Plan

(Full titles of the plans)

Scott M. Deakin

Chief Financial Officer

GMS Inc.

115 Perimeter Center Place, Suite 600

Atlanta, Georgia 30346

(800) 392-4619

(Name, address and telephone number of agent for service)

Copies to:

Michael J. Aiello, Esq.

Michelle A. Sargent, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (the “Registration Statements”) filed by GMS Inc., a Delaware corporation (“GMS”), with the Securities and Exchange Commission, to deregister any and all common stock, par value $0.01 per share, of GMS (the “Shares”) registered but unsold or otherwise unissued as of the date hereof under the Registration Statements:

• Registration Statement No. 333-249994, filed on November 10, 2020, relating to the registration of 2,400,000 Shares under the GMS Inc. 2020 Equity Incentive Plan;

• Registration Statement No. 333-221940, filed on December 7, 2017, relating to the registration of 4,500,000 Shares under the GMS Inc. Equity Incentive Plan and the GMS Inc. Employee Stock Purchase Plan; and

• Registration Statement No. 333-217772, filed on May 8, 2017, relating to the registration of 2,679,381 Shares under the 2014 GMS Inc. Stock Option Plan.

Pursuant to the Agreement and Plan of Merger, dated as of June 29, 2025 (the “Merger Agreement”), by and among GMS, The Home Depot, Inc., a Delaware corporation (“The Home Depot”), and Gold Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of The Home Depot (“Merger Sub”), Merger Sub merged with and into GMS with GMS surviving the merger as an indirect wholly owned subsidiary of The Home Depot. The merger became effective on September 4, 2025, upon the filing of the certificate of merger with the Secretary of State of the State of Delaware.

As a result of the transactions contemplated by the Merger Agreement, GMS has terminated all offerings of its securities pursuant to the Registration Statements and, in accordance with undertaking made by GMS in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on September 4, 2025.

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

Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.

FAQ

What happened to GMS (GMS) in this filing?

The filing states that GMS merged into an indirect wholly owned subsidiary of The Home Depot and is now an indirect wholly owned subsidiary of The Home Depot.

Which registration statements and share amounts were affected?

The post-effective amendment withdraws unsold shares from Registration Nos. 333-249994 (2,400,000 shares), 333-221940 (4,500,000 shares) and 333-217772 (2,679,381 shares).

When did the merger become effective?

The merger became effective on September 4, 2025, upon filing the certificate of merger with the Delaware Secretary of State.

Does the filing state how outstanding awards will be treated?

No. The filing withdraws unsold registered shares but does not disclose the specific treatment of outstanding awards or consideration details.

Why were the registration statements amended?

GMS amended the registration statements to reflect the deregistration of unsold securities in accordance with undertakings made in those registrations following termination of the offerings.