The Home Depot Announces Withdrawal and Refiling of Premerger Notification and Report Form Under the HSR Act and Extension of Tender Offer to Acquire GMS Inc.

The Home Depot^® announced that it has withdrawn and refiled its Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with The Home Depot’s pending acquisition of GMS Inc. (“GMS”). As previously announced on July 14, 2025, The Home Depot, through its wholly owned subsidiary Gold Acquisition Sub, Inc. (“Purchaser”), commenced an all-cash tender offer to purchase, subject to certain conditions, all of the outstanding shares of common stock of GMS (the “Shares”), at a price of $110.00 per Share in cash, without interest and subject to any required withholding of taxes pursuant to the terms of the previously announced merger agreement dated June 29, 2025, by and among The Home Depot, Purchaser and GMS (the “merger agreement”).

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 at 11:59 p.m. Eastern time on August 22, 2025.

Consummation of the tender offer remains subject to, among other conditions, the expiration or termination of the applicable waiting period under the HSR Act. As a result, Purchaser is extending the tender offer, which was previously scheduled to expire at one minute after 11:59 p.m. Eastern time on Friday, August 8, 2025, until one minute after 11:59 p.m. Eastern time on Friday, August 22, 2025. The tender offer may be extended further in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All other terms and conditions of the tender offer will remain unchanged during the extended period.

Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, has advised Purchaser that, as of 4:30 p.m. Eastern time on Wednesday, August 6, 2025, the last business day prior to the announcement of the extension of the tender offer, approximately 13,208,330 Shares have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 34.7% of the outstanding Shares. Stockholders who have already tendered their shares do not need to retender such shares or take any other action as a result of the extension of the tender offer.

D.F. King & Co., Inc. is acting as the information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to D.F. King & Co., Inc. by telephone, toll-free at (800) 331-7543 for shareholders, or collect at (212) 771-1133 for banks and brokers.

About The Home Depot

The Home Depot is the world’s largest home improvement specialty retailer. At the end of the first quarter of fiscal 2025, the company operated a total of 2,350 retail stores and over 790 branches across all 50 states, the District of Columbia, Puerto Rico, the U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico. The Company employs over 470,000 associates. The Home Depot’s stock is traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial average and Standard & Poor’s 500 index.

Source: The Home Depot, Inc.