Transaction Details

Footnotes

Pursuant to the terms of the Agreement and Plan of Merger dated June 29, 2025 (the "Merger Agreement"), among The Home Depot, Inc. ("Parent"), Gold Acquisition Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub") and GMS Inc. (the "Issuer"), on September 4, 2025, Merger Sub completed a cash tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger"). | Represents shares of Issuer common stock that, pursuant to the terms of the Merger Agreement and immediately prior to the effective time of the Merger, were cancelled and converted into the right to receive $110.00 per share in cash. | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. | Immediately prior to the effective time of the Merger, each outstanding Issuer restricted stock unit, other than a Rollover RSU (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive $110.00 in cash less applicable tax withholding. | Immediately prior to the effective time of the Merger, each Rollover RSU was assumed by Parent and converted into a restricted stock unit with respect to shares of Parent common stock, in an amount equal the product of (i) the number of shares of Issuer common stock underlying such Rollover RSU and (ii) a fraction (x) the numerator of which is $110.00 and (y) the denominator of which is the Parent Share Price (as defined in the Merger Agreement), rounded down to the nearest whole share. | Immediately prior to the effective time of the merger, each outstanding Issuer stock option, whether vested or unvested, was cancelled and converted into the right to receive $110.00 less the applicable exercise price per Share in cash less applicable tax withholding.