Welcome to our dedicated page for Gms SEC filings (Ticker: GMS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
GMS Inc. keeps more gypsum and steel framing in motion than many builders use in a year, and its SEC disclosures are just as far-reaching. Whether you need the wallboard shipment trends hidden deep in a 10-K or want instant alerts on a bolt-on acquisition 8-K, this page delivers every filing the moment it hits EDGAR.
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From understanding GMS SEC documents with AI to following GMS executive stock transactions Form 4, every disclosure lives here with expert context, real-time updates and the simplicity busy construction-sector investors demand.
GMS Inc. ("GMS") has received a cash tender offer at $110.00 per share from The Home Depot, Inc. via its wholly-owned subsidiary Gold Acquisition Sub, Inc. The offer was launched on 14 July 2025 and is scheduled to expire at 11:59 p.m. ET on 8 August 2025, unless extended in accordance with the merger agreement signed 29 June 2025.
Key terms of the agreement and offer:
- Consideration: $110.00 in cash for each outstanding GMS common share. 38,060,770 shares are outstanding, with an additional 1.2 million shares issuable through options and RSUs.
- Structure: front-end tender offer followed by a Section 251(h) DGCL short-form merger; untendered shares will be converted into the same $110.00 cash per-share consideration.
- Conditions: (1) Minimum Condition 鈥� a majority of outstanding shares must be validly tendered; (2) Antitrust Law Condition 鈥� clearance under the U.S. HSR Act and Canadian Competition Act; (3) Governmental Authority Condition 鈥� absence of legal restraints; (4) merger agreement not terminated.
- Termination fees: GMS pays $147.5 million (鈮�3.5 % of equity value) if it accepts a superior offer; Home Depot pays $230 million (鈮�5.4 %) if the transaction fails for certain antitrust reasons.
- Outside date: 29 June 2026, with up to two automatic three-month extensions if antitrust clearance remains outstanding.
- Board recommendation: After a multi-party process involving Party A, QXO and others, the GMS Board unanimously recommends that shareholders tender their shares. Jefferies LLC delivered a fairness opinion on 29 June 2025.
- Executive equity & compensation: All outstanding options and RSUs (other than specified rollover RSUs for CEO John C. Turner Jr. and COO George T. Hendren) will vest and be cashed out at closing. Tables in Items 3 and 4 detail individual cash proceeds; e.g., CEO Turner is entitled to $30.25 million for shares and awards, plus potential change-in-control severance.
- Employee protections: Home Depot will maintain base pay, target cash incentives and substantially similar benefits for employees for 12 months post-closing.
- Regulatory effort: Home Depot must take remedial actions that would not reasonably be expected to cause a material adverse effect on GMS to secure antitrust approvals.
The Schedule 14D-9 also summarises the background of negotiations, beginning with unsolicited outreach from QXO and Party A in mid-2024, culminating in Home Depot鈥檚 raised offer to $110 per share that the Board judged superior on value, certainty of financing and lower antitrust risk.
On 18 June 2025, a group of affiliates headed by Coliseum Capital Management, LLC filed an SEC Form 3 marking their initial beneficial ownership in GMS Inc. (GMS).
The filing discloses indirect ownership of 3,825,151 common shares, allocated as follows: Coliseum Capital Partners, L.P. (2,887,233), Coliseum Capital Co-Invest III, L.P. (25,846), Coliseum Capital Co-Invest IV, L.P. (280,165) and a separate managed account (631,907). No derivative securities are reported.
Managers Christopher S. Shackelton and Adam Gray are named 10% owners via their interests in the reporting entities. Each filer disclaims beneficial ownership beyond their pecuniary stake. The form is administrative; it records an existing position and contains no purchase price, trade date or valuation data.
GMS Inc. (NYSE: GMS) filed a Form 8-K dated June 19, 2025 disclosing that it has received an unsolicited proposal from QXO, Inc. to acquire 100% of its outstanding common shares. The notification was made under Item 8.01 (Other Events) and references a same-day press release, which is attached as Exhibit 99.1 and incorporated by reference.
The filing does not provide any financial terms, valuation, or timing details of QXO鈥檚 proposal, nor does it indicate the Board鈥檚 position or whether negotiations are under way. Other than listing the press release and the standard Inline XBRL cover page as exhibits, the Company made no additional disclosures. As such, investors only know that an external party has expressed interest in acquiring the company but material information such as offer price, financing structure, conditions, or strategic rationale remains undisclosed.
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