GMS Becomes Home Depot Subsidiary; Unsold S-8 Shares Deregistered

Rhea-AI Filing Summary

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.

Positive

• The filing confirms the merger closed with The Home Depot and became effective on September 4, 2025.
• GMS has terminated all offerings under the listed S-8 registration statements and formally withdrawn unsold registered securities as required.

Negative

• None.

Insights

M&A Specialist

TL;DR: Merger closed and S-8 registered, unsold shares formally withdrawn following GMS becoming a Home Depot subsidiary.

The filing documents a clean post-closing housekeeping action: upon the effective merger on September 4, 2025, GMS terminated its S-8 offerings and removed remaining unsold securities from registration as required by its prior undertakings. This is a routine deregistration step after an acquisition that consolidates equity under the acquirer's capital structure.

Corporate Governance Expert

TL;DR: Governance consequence is formal deregistration of employee equity plan shares after corporate control change.

The amendment records that GMS is now an indirect wholly owned subsidiary of The Home Depot and confirms removal of the registered shares from the S-8 filings tied to its equity incentive and employee stock purchase plans. This reflects administrative compliance with registration undertakings following a change in control and eliminates the prior public registration of those equity plan shares.

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 corporate action does this filing report for GMS (GMS)?

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

When did the merger become effective according to the filing?

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

Which registration statements are being amended and deregistered?

Registration Statements Nos. 333-249994, 333-221940, and 333-217772 are amended to remove unsold securities.

What types of plans were the registered shares associated with?

The registered shares related to the 2020 Equity Incentive Plan, the GMS Equity Incentive Plan and Employee Stock Purchase Plan, and the 2014 Stock Option Plan as described in the filing.

What action did GMS take regarding unsold securities?

GMS terminated the offerings and removed and withdrew from registration all securities that remained unsold as of the date of the amendment.