UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
(Amendment No. 3)
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. 3 (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 2. IDENTITY AND BACKGROUND OF FILING PERSON
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
The seventh paragraph of the section entitled “Tender Offer”
is hereby amended and supplemented by replacing the second sentence of the paragraph with the following sentence:
“On August 25, 2025 Purchaser extended the Offer. The Offer
was previously scheduled to expire at one minute after 11:59 P.M., Eastern Time, on August 22, 2025. The expiration time of the Offer
is extended to one minute after 11:59 P.M., Eastern Time, on September 3, 2025 (unless Purchaser shall have extended the period during
which the Offer is open in accordance with the merger agreement, in which event the “Expiration Time” will mean the
last time and date at which the Offer, as so extended by Purchaser, will expire).”
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)(K) |
|
Press Release issued by The Home Depot, dated August 25, 2025 (incorporated by reference to Exhibit (a)(5)(D) to the Schedule TO filed by Purchaser and The Home Depot on August 25, 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 25, 2025
