Canadian approval clears GMS (NYSE: GMS) Home Depot tender offer deal

Rhea-AI Filing Summary

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.

Insights

M&A and regulatory approvals analyst

Canadian competition clearance removes a key regulatory hurdle for the GMS–Home Depot tender offer.

The amendment describes how the planned acquisition of GMS Inc. by The Home Depot triggers notification requirements under the Canadian Competition Act as a Notifiable Transaction. Such deals cannot close until required information is submitted and the statutory waiting period has expired or been terminated by the Commissioner of Competition.

The filing states that on August 28, 2025, the Commissioner issued a “no-action” letter terminating the waiting period under subsection 123(2) of the Act. This means the Canadian competition authority does not intend to challenge the transaction under that statute, removing an important regulatory condition for the tender offer at $110.00 per share. Remaining progress toward closing will depend on satisfaction of other contractual and regulatory conditions outlined in the offer documents.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

(Amendment No. 4)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

GMS INC.

(Name of Subject Company)

GMS INC.

(Name of Persons Filing Statement)

Common stock, par value $0.01 per share

(Title of Class of Securities)

36251C103

(CUSIP Number of Class of Securities)

Craig Apolinsky

Senior Vice President and General Counsel

115 Perimeter Center Place, Suite 600

Atlanta, Georgia 30346

(800) 392-4619

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

Copy to:

W. Scott Ortwein

Justin R. Howard

Kyle G. Healy

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, Georgia 30309

(404) 881-7000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, including this Amendment, the “Schedule 14D-9”) filed by GMS Inc., a Delaware corporation (“GMS” or the “company”) with the Securities and Exchange Commission on July 14, 2025, relating to the tender offer by 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 (“Purchaser”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”) of GMS, at a purchase price of $110.00 per Share in cash, subject to any required withholding of taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2025 (as amended or supplemented from time to time) (the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time) (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:

The subsection entitled “Canadian Competition Act” under the section entitled “Regulatory Approvals” is hereby amended and supplemented by deleting the first and second paragraphs of such subsection and replacing them with the following paragraph:

“The Canadian Competition Act requires that certain classes of transactions (which we refer to as “Notifiable Transactions”) be notified to the Canadian Commissioner of Competition (which we refer to as the “Commissioner”). The acquisition of Shares in the Offer constitutes a Notifiable Transaction. Subject to certain limited exceptions, the parties to a Notifiable Transaction cannot complete the transaction until they have submitted the information prescribed pursuant to subsection 114(1) of the Canadian Competition Act to the Commissioner and the applicable waiting period has expired or been terminated by the Commissioner. On August 28, 2025, the Commissioner issued a “no-action” letter, confirming the termination of the waiting period pursuant to subsection 123(2) of the Canadian Competition Act.”

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibits:

Exhibit No.		Description
(a)(5)(L)		Press Release issued by The Home Depot, dated August 29, 2025 (incorporated by reference to Exhibit (a)(5)(E) to the Schedule TO filed by Purchaser and The Home Depot on August 29, 2025).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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

Date: August 29, 2025

FAQ

What transaction is GMS (GMS) involved in with The Home Depot?

GMS Inc. is the subject of a cash tender offer by The Home Depot, through an indirect wholly owned subsidiary, to purchase all outstanding GMS common shares at $110.00 per share.

Why did GMS (GMS) amend its Schedule 14D-9?

GMS amended its Schedule 14D-9 to update the section on Regulatory Approvals, specifically the Canadian Competition Act subsection, and to add a new exhibit related to a Home Depot press release.

What is the significance of the Canadian Competition Act for the GMS tender offer?

The Canadian Competition Act requires that certain Notifiable Transactions, including this acquisition of GMS shares, be notified to the Commissioner of Competition and that a waiting period expire or be terminated before completion.

What did the Canadian Commissioner of Competition decide regarding the GMS–Home Depot deal?

On August 28, 2025, the Commissioner issued a no-action letter terminating the waiting period under subsection 123(2) of the Canadian Competition Act, indicating no challenge to the transaction under that statute.

What new exhibit did GMS add in this Schedule 14D-9 amendment?

GMS added Exhibit (a)(5)(L), which is a press release issued by The Home Depot dated August 29, 2025, incorporated by reference from the Schedule TO filed by Purchaser and The Home Depot.

Who signed this GMS (GMS) Schedule 14D-9 amendment?

The amendment was signed by Scott M. Deakin, Chief Financial Officer of GMS Inc.