GMS S-8 offerings terminated as company becomes Home Depot subsidiary

Rhea-AI Filing Summary

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.

Positive

• Merger completed with The Home Depot resulting in GMS becoming an indirect wholly owned subsidiary
• Regulatory housekeeping executed: termination of S-8 offerings and formal deregistration of unsold employee-plan securities
• Three S-8 registration statements (Nos. 333-249994, 333-221940, 333-217772) are amended to reflect the withdrawals

Negative

• None.

Insights

M&A Specialist

TL;DR: GMS's merger into The Home Depot led to the formal withdrawal of unsold employee-plan shares and termination of S-8 offerings.

This post-effective amendment documents a common post-closing housekeeping step following an acquisition: employee equity related registration statements are closed out and unsold plan shares are deregistered because the target is now a subsidiary. The filing cites the merger agreement and the filing of the certificate of merger as the transaction mechanics that triggered termination of the S-8 offerings. For investors and plan participants, this indicates equity awards will be governed by the merger terms rather than ongoing public registrations.

Corporate Governance Expert

TL;DR: The company complied with its registration undertakings by withdrawing unsold securities after becoming a subsidiary of The Home Depot.

The amendment reflects compliance with prior undertakings in the registration statements to remove unsold registered securities upon termination of the offering. It amends three separate S-8 filings covering shares allocated to various equity plans, consolidating the administrative status of those registrations post-merger. This is a routine but material corporate action that finalizes the change in the company’s reporting and registration posture following the acquisition.

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 did the GMS S-8 post-effective amendment accomplish?

The amendment terminates all S-8 offerings and withdraws from registration any unsold securities previously registered under three registration statements.

Why were the S-8 registration statements withdrawn?

They were withdrawn because GMS merged into an indirect wholly owned subsidiary of The Home Depot, ending the prior offerings and triggering deregistration of unsold shares.

Which registration statements were affected by this amendment?

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

Did the filing state that the merger is effective?

Yes, the filing states the merger became effective upon filing the certificate of merger with the Secretary of State of Delaware.

Who signed or authorized the post-effective amendment?

The amendment is executed by Scott M. Deakin as indicated in the filing.