QXO Proposes to Acquire GMS for $95.20 Per Share in Cash

QXO, Inc. (NYSE: QXO) today sent a proposal to the President and CEO of GMS Inc. (NYSE: GMS) to acquire all outstanding shares of GMS for $95.20 per share in cash. The proposal implies a total transaction value of approximately $5 billion and reflects a 27% premium over GMS’s 60-day volume-weighted average price of $74.82.

“Our all-cash proposal to acquire GMS for $95.20 per share delivers immediate and certain value to GMS shareholders at a meaningful premium,” said Brad Jacobs, Chairman and Chief Executive Officer of QXO. “We believe this is a compelling opportunity for GMS investors to realize the full value of their shares in a single, decisive transaction.”

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.

QXO sent the following letter to GMS’s President and CEO today outlining the terms and rationale of the proposal:

GMS, Inc.
100 Crescent Parkway, Suite 800
Tucker, GA 30084

Attention: John Turner, President and Chief Executive Officer

June 18, 2025

Dear JT,

Thank you for taking the time to meet with me in New York last month. I enjoyed our conversation and learning more about GMS, Inc. (“GMS” or the “Company”).

As you know, we at QXO, Inc. (“QXO”) have been studying GMS for over a year and have developed conviction around our interest in the Company. We are prepared to acquire 100% of GMS in a $95.20 per share all-cash transaction (the “Transaction”). This letter contains the summary terms of our acquisition proposal (the “Offer”).

Our Offer will deliver immediate cash to GMS shareholders at a compelling valuation. We have no doubt that our Offer will receive widespread support from GMS’s shareholders.

1. Investment Thesis and GMS Underperformance

Our conviction in acquiring GMS is supported by its attractive positions in wallboard, ceiling tile and steel framing, extensive distribution network and broad exposure to both residential and commercial end markets.

Despite the opportunity available to GMS, the Company’s financial performance has been underwhelming. The Company’s disappointing results have been reflected in your share price performance and public market valuation:

• GMS’s EBITDA declined at a 4.0% annual clip over the last three years, much worse than its peers,¹ which achieved a median annual increase of 4.6% over the same period;
• GMS’s EBITDA margin declined 315 basis points from FY2022-FY2025, to 9.1% from 12.2%, a 26% drop. This compares unfavorably to peers, which reported a median 89 basis points decline in EBITDA margin during this same period;
• GMS has missed EBITDA, EBIT and EPS estimates for four of the last five quarters, on average missing EBITDA by 7%, EBIT by 25% and EPS by 9% in this period;
• GMS has underperformed the S&P 500 by nearly 1,900 basis points over the last 12 months; and
• Sell-side analysts have lost confidence in GMS – the median analyst 12-month price target has been reduced to $80 per share² from $105 per share only a year ago.

This underperformance has been frustrating for your shareholders.