The acquisition of GMS Inc. (GMS) by Home Depot, Inc. (HD), for a closing value of $5.5 billion. GMS entered into a definitive agreement with The Home Depot to be acquired by its specialty trade distribution subsidiary, SRS Distribution. Under the terms of the agreement, a subsidiary of SRS will commence a cash tender offer to purchase all outstanding shares of GMS common stock for $110.00 per share. (Press Release)

Expected to close by the end of Home Depot’s current fiscal year (January 31, 2026), for a closing value of $5.5 billion. GMS (GMS) entered into a definitive agreement with The Home Depot (HD) to be acquired by its specialty trade distribution subsidiary, SRS Distribution. Under the terms of the agreement, a subsidiary of SRS will commence a cash tender offer to purchase all outstanding shares of GMS common stock for $110.00 per share.

Press Release, Merger Agreement

Termination Fee:

GMS to Home Depot (Company Termination Fee): $147.5 million

Home Depot to GMS (Parent Termination Fee): $230 million

Outside Date: June 29, 2026 (might extend to September 29, 2026 or December 29, 2026)

Two weeks ago, QXO (QXO) submitted a proposal to the President and CEO of GMS, offering to acquire all outstanding shares of the company for $95.20 per share in cash. Prior to the unsolicited bid becoming public, GMS stock was trading at $81.01. Shortly thereafter, reports emerged that Home Depot had also made an offer for the company.

GMS Inc. Investor Relations

Home Depot, Inc. Investor Relations

Update(s):

July 14, 2025: Gold Acquisition Sub, Inc., a wholly owned subsidiary of Home Depot (HD), commenced the tender offer to acquire GMS (GMS) for $110.00 per share in cash. The offer will expire on August 8, 2025.

July 21, 2025: GMS (GMS) filed the merger notification with Competition Canada for its acquisition by Home Depot (HD).

August 7, 2025: The Home Depot (HD) announced that it has withdrawn and refiled its Premerger Notification and Report Form under the HSR Act for its acquisition of GMS (GMS). The Home Depot has elected to withdraw and refile its Premerger Notification and Report Form, which was initially filed on July 21, 2025, to provide the Antitrust Division of the U.S. Department of Justice with additional time for review. Upon such refiling, the waiting period under the HSR Act restarted and the new waiting period will expire on August 22, 2025. Home Depot also announced that it is extending the tender offer, which was previously scheduled to expire on August 8, 2025, to now expire on August 22, 2025. Broadridge Corporate Issuer Solutions advised Home Depot that, as of August 6, roughly 13.2 million shares have been validly tendered, representing approximately 34.7% of the outstanding shares.