GMS Amends 10-K, Confirms Home Depot Merger Details

TL;DR

**GMS is officially being acquired by Home Depot, so expect a smooth transition and focus on the tender offer.**

AI Summary

GMS Inc. filed a Form 10-K/A on August 26, 2025, to include Part III information, specifically regarding Directors, Executive Officers, and Corporate Governance, which was omitted from its original Form 10-K filed on June 18, 2025. This amendment was necessary because the company does not intend to file a definitive proxy statement within 120 days after its fiscal year ended April 30, 2025. A significant development is the Agreement and Plan of Merger entered into on June 29, 2025, with The Home Depot, Inc. and its subsidiary, Gold Acquisition Sub, Inc. Pursuant to this agreement, Gold Acquisition Sub, Inc. commenced a tender offer on July 14, 2025, to acquire all outstanding shares of GMS common stock. Following the tender offer, Gold Acquisition Sub, Inc. will merge with GMS Inc., making GMS an indirect, wholly-owned subsidiary of The Home Depot, Inc. The GMS Board of Directors unanimously approved this Merger Agreement. The aggregate market value of GMS common stock held by non-affiliates was $3,471.3 million as of October 31, 2024, with 38,059,080 shares outstanding as of May 31, 2025. This filing also includes new Section 302 certifications from the principal executive and financial officers and amends Item 15 of Part IV to reflect the new certifications and the Merger Agreement exhibit.

Why It Matters

This 10-K/A filing is crucial for investors as it officially confirms the impending acquisition of GMS Inc. by The Home Depot, Inc., providing transparency on the regulatory steps and the unanimous board approval. For GMS employees and customers, this signals a significant change in ownership and potential integration into a larger retail giant, which could impact operations and strategic direction. The acquisition by The Home Depot, a major player in the home improvement market, highlights a consolidation trend in the building materials distribution sector, potentially altering competitive dynamics for other distributors like BlueLinx Holdings, Inc. and Saia, Inc., where GMS directors also serve.

Risk Assessment

Risk Level: low — The risk level is low because the GMS Inc. Board of Directors has unanimously approved the Merger Agreement with The Home Depot, Inc., and a tender offer commenced on July 14, 2025. This indicates a high probability of the acquisition's successful completion, reducing uncertainty for current shareholders.

Analyst Insight

Investors holding GMS common stock should tender their shares in response to The Home Depot's offer, as the acquisition is highly likely to close given the unanimous board approval. New investors should evaluate The Home Depot's stock, as GMS will become a wholly-owned subsidiary, impacting its future financial performance.

Executive Compensation

Key Numbers

• $3.47B — Market Value of Non-Affiliate Common Stock (As of October 31, 2024, indicating significant public float prior to acquisition.)
• 38.06M — Shares Outstanding (As of May 31, 2025, representing the total shares subject to the tender offer.)
• June 29, 2025 — Merger Agreement Date (Date GMS Inc. entered into the definitive agreement with The Home Depot, Inc.)
• July 14, 2025 — Tender Offer Commencement Date (Date Gold Acquisition Sub, Inc. began its offer to purchase GMS shares.)
• 120 days — Proxy Filing Deadline (The period within which GMS Inc. would typically file a definitive proxy statement, which it will not do, necessitating this 10-K/A.)

Key Players & Entities

• GMS Inc. (company) — registrant and target of acquisition
• The Home Depot, Inc. (company) — acquiring company
• Gold Acquisition Sub, Inc. (company) — wholly owned indirect subsidiary of The Home Depot, Inc. and merger sub
• SEC (regulator) — Securities and Exchange Commission
• John C. Turner, Jr. (person) — President, Chief Executive Officer and Director of GMS Inc.
• Scott M. Deakin (person) — Senior Vice President and Chief Financial Officer of GMS Inc.
• $3,471.3 million (dollar_amount) — aggregate market value of common stock held by non-affiliates on October 31, 2024
• 38,059,080 (dollar_amount) — shares of common stock outstanding as of May 31, 2025
• New York Stock Exchange (regulator) — exchange where GMS common stock is registered
• April 30, 2025 (date) — end of GMS Inc.'s fiscal year

FAQ

Industry Context

GMS Inc. operates in the building materials distribution sector, a competitive landscape characterized by fragmented markets and a focus on supply chain efficiency. Key industry trends include consolidation, the impact of housing market fluctuations, and the increasing importance of digital platforms for customer engagement and order management. The acquisition by The Home Depot, a major player in home improvement retail, signals a significant shift in the competitive dynamics for GMS.

Regulatory Implications

The acquisition by The Home Depot, Inc. will subject GMS to the regulatory oversight and compliance standards of its new parent company. Additionally, the filing of the 10-K/A itself is a response to specific SEC disclosure requirements related to the timing of proxy statement filings and the inclusion of Part III information. The tender offer process is also governed by strict SEC regulations.

What Investors Should Do

1. Review the Merger Agreement details
2. Monitor Tender Offer Progress
3. Examine Director and Executive Information

Key Dates

• 2025-04-30: Fiscal Year End — Marks the end of the fiscal year for which the original 10-K was filed.
• 2025-06-18: Original Form 10-K Filing — Initial annual report filing for fiscal year ended April 30, 2025.
• 2025-06-29: Merger Agreement Date — GMS Inc. entered into the definitive agreement with The Home Depot, Inc. for acquisition.
• 2025-07-14: Tender Offer Commencement Date — Gold Acquisition Sub, Inc. began its offer to purchase all outstanding GMS common stock.
• 2025-08-26: Form 10-K/A Filing — Amendment filed to include Part III information (Directors, Executive Officers, Corporate Governance) due to not filing a proxy statement within 120 days.

Glossary

Form 10-K/A

An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to the original 10-K to include omitted Part III information.)

Definitive Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting, such as director elections or mergers. (GMS Inc. is not filing this within the typical 120-day window, necessitating the 10-K/A filing.)

Agreement and Plan of Merger

A legally binding contract outlining the terms and conditions under which two companies will merge. (This is the agreement under which The Home Depot, Inc. is acquiring GMS Inc.)

Tender Offer

An offer made by a company to shareholders to buy their shares at a specified price, typically to gain control of another company. (The Home Depot's subsidiary commenced a tender offer to acquire GMS Inc. shares as part of the acquisition process.)

Sarbanes-Oxley Act of 2002 (SOX)

A federal law that mandates certain practices in financial and accounting information disclosure and transparency. (New Section 302 certifications from GMS's principal executive and financial officers are included, as required by SOX.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in SEC filings. (The filing lists the NEOs for fiscal year 2025, indicating their roles in the company's leadership.)

Year-Over-Year Comparison

This Form 10-K/A is an amendment to the original Form 10-K filed on June 18, 2025, and does not update previously reported financial results or reflect events subsequent to the original filing, except for the inclusion of the Merger Agreement exhibit and new Section 302 certifications. Therefore, a direct comparison of key financial metrics like revenue growth or margin changes to a prior year is not possible based solely on this amendment. The primary change is the inclusion of Part III information and the disclosure of the pending acquisition by The Home Depot, Inc.

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share GMS New York Stock Exchange

Filing Documents

• gms-20250430.htm (10-K/A) — 679KB
• gms-20250430x10xkaxex311.htm (EX-31.1) — 4KB
• gms-20250430x10xkaxex312.htm (EX-31.2) — 4KB
• gms-20250430_g1.jpg (GRAPHIC) — 14KB
• gms-20250430_g2.jpg (GRAPHIC) — 6KB
• gms-20250430_g3.jpg (GRAPHIC) — 6KB
• gms-20250430_g4.jpg (GRAPHIC) — 6KB
• gms-20250430_g5.jpg (GRAPHIC) — 6KB
• gms-20250430_g6.jpg (GRAPHIC) — 6KB
• gms-20250430_g7.jpg (GRAPHIC) — 6KB
• gms-20250430_g8.jpg (GRAPHIC) — 56KB
• gms-20250430_g9.jpg (GRAPHIC) — 6KB
• gms-20250430_g10.jpg (GRAPHIC) — 47KB
• 0001628280-25-041169.txt ( ) — 1594KB
• gms-20250430.xsd (EX-101.SCH) — 2KB
• gms-20250430_lab.xml (EX-101.LAB) — 131KB
• gms-20250430_pre.xml (EX-101.PRE) — 71KB
• gms-20250430_htm.xml (XML) — 8KB

Executive Compensation

Executive Compensation 13 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31 Item 13 Certain Relationships and Related Party Transactions and Director Independence 34 Item 14 Principal Accountant Fees and Services 35 PART IV Item 15 Exhibits and Financial Statements Schedules 37 Table of Contents EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to the Annual Report on Form 10-K of GMS Inc. (the "Company") for the fiscal year ended April 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on June 18, 2025 (the "Original Form 10-K"), is being filed solely for the purpose of including the information required by Part III of Form 10-K that the Company did not include in the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. We are filing this Form 10-K/A to include Part III information in our Form 10-K because we do not intend to file a definitive proxy statement for an annual meeting of shareholders containing such information within 120 days after the end of our fiscal year ending April 30, 2025. On June 29, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Home Depot, Inc., a Delaware corporation ("Parent"), and Gold Acquisition Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on July 14, 2025, Merger Sub commenced a tender offer (as it may be extended, amended or supplemented from time to time, the "Offer") to purchase, subject to certain conditions, any and all of the outstanding shares of common stock. Following the consummation of the Offer, Merger Sub will merge with and into the Company (the "Merger") in accordance with the Merger Agreement and the Company will survive the Merger as the surviving corporation and will be an indirect, wholly owned subsidiary of Parent. The board of directors of the Company (the "Board")

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance DIRECTORS Directors are elected each year at the Annual Meeting of Stockholders. Each director holds office until his or her successor has been duly elected and qualified or the director's earlier resignation, death, or removal. All current directors were elected by shareholders at the Company's 2024 Annual Meeting of Stockholders. The following sets forth certain information about our directors: Experience Big Lots, Inc., Executive Vice President, Chief Merchandising and Operating Officer (2015 – 2020), Executive Vice President, Chief Operating Officer (2012 – 2015), Senior Vice President, Supply Chain Management and Chief Information Officer (2010 – 2012), Senior Vice President Merchandise Planning and Allocation and Chief Information Officer (2005 – 2010), Senior Vice President Merchandise Planning, Allocation and Presentation (2002 – 2005), a leading discount retailer operating over 1,400 stores in 47 states Ames Department Stores, Inc., Senior Vice President Planning and Allocation (1997 – 2002), formerly the fourth-largest discount retailer in the country Lisa M. Bachmann Casual Corner Group, Inc., Vice President of Planning and Allocation, formerly an American retail clothing chain operating under the names Casual Corner, Petite Sophisticate and August Max Woman brands, among others, with more than 1,200 stores at its peak Age: 64 Qualifications and Attributes Public Company Leadership Independent Director Since: 2020 Public Company Board Experience High Level of Financial Literacy Committees Distribution Audit Strategy Development Nominating and Corporate Mergers & Acquisitions Governance Diversity Education MBA, Western New England University BS, Accounting, Western New England University CyberSecurity Certificate, National Association of Corporate Directors (NACD), Carnegie Mellon University Other Boards Currently serves on the board of directors and as a member o

Executive Compensation

Item 11. Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS The discussion that follows describes the executive compensation program for our named executive officers ("NEOs"). This Compensation Discussion and Analysis ("CD&A") is intended to be read in conjunction with the tables immediately following this section, which provide further historical compensation information. The following executive officers constituted our NEOs for fiscal year 2025: Name Title John C. Turner, Jr. President and Chief Executive Officer Scott M. Deakin Senior Vice President and Chief Financial Officer Craig D. Apolinsky Senior Vice President, General Counsel and Corporate Secretary Leigh R. Dobbs Senior Vice President, Chief Human Resources Officer George T. Hendren Senior Vice President, Chief Operating Officer I. Overview Our compensation program is designed to reward executives for achievement of the Company's short- and long-term performance goals. Our Company's performance is highly dependent on the talents, skills and engagement of our people. As such, our executive compensation program is designed to: (1) attract highly qualified individuals; (2) retain those individuals in a competitive marketplace for executive talent; and (3) motivate performance in a manner that supports achievement of our mission to increase stockholder value while ensuring these programs do not encourage excessive risk-taking. We believe our executive compensation program as developed and implemented, and as presented in this CD&A, achieves these

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