GMS Inc. Reports Major Corporate Events

TL;DR

GMS Inc. is making big moves: termination of deals, acquisitions, and potential listing changes.

AI Summary

GMS Inc. filed an 8-K on September 4, 2025, reporting several significant events. These include the termination of a material definitive agreement, completion of an acquisition or disposition of assets, and potential changes related to its listing status. The filing also addresses modifications to security holder rights and changes in control of the registrant, alongside updates on director and officer appointments and compensatory arrangements. Additionally, amendments to articles of incorporation or bylaws and changes in the fiscal year are noted.

Why It Matters

This 8-K filing indicates significant strategic and structural changes within GMS Inc., which could impact its business operations, financial performance, and shareholder value.

Risk Assessment

Risk Level: medium — The filing details multiple significant corporate actions including termination of agreements, acquisitions, and potential listing changes, which inherently carry business and financial risks.

Key Players & Entities

• GMS Inc. (company) — Registrant
• GYP Holdings I Corp. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share GMS New York St
• $110.00 — e Company (the "Shares"), at a price of $110.00 per Share to the holder thereof in cash
• $350.0 million — ice") relating to the redemption of all $350.0 million aggregate principal amount of its 4.625

Filing Documents

• ef20055088_8k.htm (8-K) — 53KB
• ef20055088_ex3-1.htm (EX-3.1) — 6KB
• ef20055088_ex3-2.htm (EX-3.2) — 95KB
• 0001140361-25-033989.txt ( ) — 312KB
• gms-20250904.xsd (EX-101.SCH) — 4KB
• gms-20250904_lab.xml (EX-101.LAB) — 22KB
• gms-20250904_pre.xml (EX-101.PRE) — 16KB
• ef20055088_8k_htm.xml (XML) — 4KB

02

Item 1.02 Termination of a Material Definitive Agreement. Prepayment and Termination of Term Loan Facility In connection with the consummation of the Merger, on September 4, 2025, the Company terminated its First Lien Credit Agreement, dated as of April 1, 2014 (as amended from time to time, the "Term Loan Facility") by and among the GYP Holdings III Corp., GYP Holdings II Corp., JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other lender parties thereto. In connection with the termination of the Term Loan Facility, the Company repaid all of the outstanding obligations in respect of any principal, interest, fees and expenses under the Term Loan Facility. Redemption of Senior Notes; Satisfaction and Discharge of Indenture On July 25, 2025, the Company delivered a notice of conditional full redemption (together with the notices of delayed conditional full redemption, delivered on each of August 8, 2025 and August 25, 2025, the "Redemption Notice") relating to the redemption of all $350.0 million aggregate principal amount of its 4.625% Senior Notes due 2029 (the "Senior Notes"), issued pursuant to the Indenture dated as of April 22, 2021, by and among GYP Holdings III Corp., GYP Holdings II Corp., the guarantors party thereto and U.S. Bank Trust Company, National Association (the "Indenture"). The Redemption Notice conditioned the redemption of the Senior Notes upon the consummation of the Offer and Merger, which were consummated on September 4, 2025. The Senior Notes were redeemed in full on September 4, 2025, at a redemption price of 101.156% of the aggregate principal amount of the Senior Notes outstanding, plus accrued and unpaid interest thereon, and the Indenture was satisfied and discharged. Prepayment and Termination of Asset Based Lending Facility In connection with the consummation of the Merger, on September 4, 2025, the Company terminated its Second Amended and Restated ABL Credit Agreement, dated as of December 22

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Prior to the Effective Time, the Shares were listed and traded on the NYSE under the trading symbol "GMS". In connection with the consummation of the Merger, on September 4, 2025, the Company notified the NYSE that the Merger was completed and requested that the NYSE suspend trading of the Shares prior to the opening of trading on September 4, 2025 and file a Notification of Removal from Listing on Form 25 with the SEC with respect to the Shares to effect the delisting of such shares from the NYSE and the deregistration of the Shares under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file a Form 15 requesting the deregistration of the Shares under Section 12(g) of the Exchange Act, which will suspend the Company's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

03

Item 3.03 Material Modification to Rights of Security Holders. The information under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

01

Item 5.01 Changes in Control of Registrant. At the Effective Time, a change in control of the Company occurred, and the Company became an indirect, wholly owned subsidiary of Parent. The information disclosed under the Introductory Note and Item 2.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. In connection with the consummation of the Merger, as of the Effective Time, all directors of the Company serving as of immediately prior to the Effective Time (John C. Turner, Jr., Lisa M. Bachmann, John J. Gavin, Theron I. Gilliam, Mitchell B. Lewis, Teri P. McClure, Randolph W. Melville, J. David Smith and W. Bradley Southern) resigned as directors of the Company. The director resignations were tendered in connection with the Merger and were not a result of any disagreement between the Company and the directors on any matter relating to the Company's operations, policies or practices. As of the Effective Time, in accordance with the terms of the Merger Agreement, Richard V. McPhail, Teresa Wynn Roseborough and Ann-Marie Campbell, the directors of Merger Sub immediately prior to the Effective Time, became the directors of the Company. For information regarding Mr. McPhail, Ms. Roseborough and Ms. Campbell, see Schedule I of the Offer to Purchase, which was filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on July 14, 2025, as subsequently amended, which information is incorporated by reference into this Item 5.02.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the consummation of the Merger, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated in its entirety. A copy of the amended and restated certificate of incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.03. In addition, at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated in their entirety. A copy of the amended and restated bylaws is attached as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of June 29, 2025, by and among The Home Depot, Inc., Gold Acquisition Sub, Inc., and GMS Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on June 30, 2025)* 3.1 Fourth Amended and Restated Certificate of Incorporation of GMS Inc. 3.2 Third Amended and Restated Bylaws of GMS Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. GMS Inc. will furnish the omitted schedules and exhibits to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GMS INC. By: /s/ Scott M. Deakin Name: Scott M. Deakin Title: Chief Financial Officer Date: September 4, 2025

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View this 8-K filing on SEC EDGAR