Business Combinations

3 Months Ended

Jul. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Business Combinations

Business Combinations

Pending Merger with The Home Depot

On June 29, 2025, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the terms of the Merger Agreement, Parent agreed to cause Merger Sub to commence a tender offer (as it may be extended, amended or supplemented from time to time, the “Offer”), which commenced on July 14, 2025, to purchase any and all of the outstanding shares of common stock of the Company (the “Shares”), at a price of $110.00 per Share (the “Offer Price”), in cash, without interest and net of any required withholding of taxes.

Following the consummation of the Offer, Merger Sub will merge with and into the Company (the “Merger”) in accordance with the Merger Agreement and Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and the Company will survive the Merger as the surviving corporation and will be an indirect, wholly owned subsidiary of Parent. At the effective time of the Merger, each Share that is not tendered and accepted pursuant to the Offer (other than Shares owned by Parent, Merger Sub or the Company, or by any of their respective direct or indirect wholly owned subsidiaries, Shares tendered and irrevocably accepted for purchase in the Offer and Shares held by stockholders of the Company who are entitled to demand and who have properly and validly demanded their statutory rights of appraisal in compliance with Section 262 of the DGCL) will be automatically converted into the right to receive the Offer Price in cash, without interest thereon and subject to any required withholding taxes.

The board of directors of the Company unanimously approved the Merger Agreement and determined that the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Company and its stockholders. The transaction remains subject to customary closing conditions and is expected to be completed in the second half of calendar 2025. The Company has agreed to pay Parent a termination fee of $147.5 million in cash upon termination of the Merger Agreement under certain specified circumstances.

Beginning on July 16, 2025, alleged GMS stockholders filed two complaints in the Supreme Court of the State of New York County of New York, captioned Wright v. GMS Inc. et al., No. 654243/2025 (N.Y. Sup. Ct. filed on July 16, 2025) and Malone v. GMS Inc. et al., No. 654271/2025 (N.Y. Sup. Ct. filed on July 17, 2025). The complaints, each filed as an individual action, name GMS, its directors, and its chief executive officer as defendants and generally allege claims of negligent misrepresentation and concealment and negligence related to alleged disclosure deficiencies, in violation of New York common law, with respect to the Schedule 14D-9 filed with the SEC in connection with the Offer and Merger, and seek to enjoin the Merger, as well as damages, costs and attorneys’ and experts’ fees. GMS has also received demand letters from several

purported stockholders related to alleged disclosure deficiencies in the Schedule 14D-9. The defendants, including GMS, believe that the claims asserted in these lawsuits and demand letters are without merit. Nonetheless, no assurances can be made as to the outcome of such actions or demands.

Other

On June 2, 2025, the Company acquired certain assets of The Lutz Company, a supplier of complementary products, including EIFS and related cladding supplies, operating from a single location in the Minneapolis, Minnesota metro area. The impact of this acquisition is not material to the Company’s Consolidated Financial Statements.

The Company recorded transaction costs of $6.2 million and $1.3 million during the three months ended July 31, 2025 and 2024, respectively. Transaction costs for the three months ended July 31, 2025 included $5.5 million of one-time costs incurred in connection with the pending merger with The Home Depot. Such costs are included within selling, general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.