HSR waiting period cut for GMS (NYSE: GMS) Home Depot tender offer

Rhea-AI Filing Summary

GMS Inc. filed an amendment to its recommendation statement regarding The Home Depot’s cash tender offer to buy all outstanding GMS shares at $110.00 per share. The update explains that, under antitrust rules, Home Depot’s purchase could not close until a waiting period under the Hart-Scott-Rodino Act expired or was ended early. On August 20, 2025, the Antitrust Division granted early termination of that waiting period, clearing this regulatory hurdle. The filing notes that the required waiting period for the offer will now expire in the ordinary course at 11:59 p.m. Eastern Time on September 5, 2025, unless it is earlier terminated by the Commissioner or extended through a Supplementary Information Request.

Positive

• Early termination of the Hart-Scott-Rodino waiting period on August 20, 2025 removes a key U.S. antitrust hurdle for The Home Depot’s $110.00 per share tender offer for GMS.

Negative

• None.

Insights

M&A and regulatory analyst

Early HSR termination removes a key antitrust hurdle for the Home Depot–GMS tender offer.

The amendment confirms that The Home Depot is pursuing a cash tender offer at $110.00 per GMS share, and focuses on U.S. antitrust review under the Hart-Scott-Rodino (HSR) Act. It states that Home Depot filed the required Premerger Notification and Report Form and that closing could not occur until the HSR waiting period expired or was terminated early.

On August 20, 2025, the Antitrust Division granted early termination of the HSR waiting period, which is a significant procedural step for the transaction. The document further notes that the required waiting period with respect to the offer will expire in the ordinary course at 11:59 p.m. Eastern Time on September 5, 2025, unless it is earlier terminated by the Commissioner or extended via a Supplementary Information Request, so any remaining regulatory timing now hinges on those contingencies.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

(Amendment No. 2)

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. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed by GMS Inc., a Delaware corporation (“GMS” or the “company”) with the Securities and Exchange Commission (“SEC”) on July 14, 2025, as amended and supplemented by Amendment No. 1 to the Schedule 14D-9 filed by GMS with the SEC on August 7, 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:

1. The second paragraph of the subsection entitled “Compliance with HSR Act” under the section entitled “Regulatory Approvals” is hereby amended and supplemented by deleting such paragraph and replacing it with the following paragraph:

“Under the HSR Act, The Home Depot’s purchase of Shares in the Offer may not be consummated until the expiration of a fifteen (15) calendar day waiting period following the filing by The Home Depot, on behalf of Purchaser, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is earlier terminated. On August 20, 2025, the Antitrust Division granted early termination of the waiting period under the HSR Act.”

2. The subsection entitled “Canadian Competition Act” under the section entitled “Regulatory Approvals” is hereby amended and supplemented by adding the following at the end of the first paragraph of such subsection:

“As a result, the required waiting period with respect to the Offer will expire in the ordinary course at 11:59 P.M., Eastern Time, on September 5, 2025, thirty (30) calendar days from the date of such filing was certified as complete, unless (i) earlier terminated by the Commissioner or (ii) the Commissioner issues a Supplementary Information Request.”

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)(J)		Press Release issued by The Home Depot, dated August 21, 2025 (incorporated by reference to Exhibit (a)(5)(C) to the Schedule TO filed by Purchaser and The Home Depot on August 21, 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 21, 2025

FAQ

What transaction involving GMS (GMS) is described in this amendment?

The amendment relates to a cash tender offer by The Home Depot, Inc. and its subsidiary to purchase all outstanding shares of GMS Inc. common stock at $110.00 per share.

What antitrust development is disclosed for the GMS and Home Depot tender offer?

The filing states that on August 20, 2025, the Antitrust Division granted early termination of the Hart-Scott-Rodino Act waiting period for The Home Depot’s tender offer for GMS.

When does the HSR-related waiting period for the GMS tender offer expire?

The document explains that the required waiting period with respect to the offer will expire in the ordinary course at 11:59 p.m. Eastern Time on September 5, 2025, unless it is earlier terminated by the Commissioner or extended through a Supplementary Information Request.

What price is The Home Depot offering for each share of GMS common stock?

The Home Depot, through its acquisition subsidiary, is offering $110.00 in cash per share for all outstanding shares of GMS common stock, subject to any required tax withholding.

Who signed this GMS Schedule 14D-9 amendment and in what capacity?

The amendment was signed on behalf of GMS Inc. by Scott M. Deakin, who is identified as the company’s Chief Financial Officer.

Does the amendment change GMS’s overall recommendation on the Home Depot offer?

The text states that, except for the new information provided, the prior Schedule 14D-9 remains unchanged and is incorporated by reference, indicating the main recommendation is unchanged while updating antitrust timing details.