New Home Depot (NYSE: HD) senior notes due 2028, 2030, 2035

Rhea-AI Filing Summary

The Home Depot, Inc. entered into an underwriting agreement for a public offering of $500,000,000 3.750% notes due September 15, 2028, $500,000,000 3.950% notes due September 15, 2030, and $1,000,000,000 4.650% notes due September 15, 2035.

The notes will be sold to a syndicate of underwriters led by J.P. Morgan, BofA Securities, Barclays, Deutsche Bank Securities and Wells Fargo Securities for resale to the public under an existing shelf registration statement. Closing is expected on September 15, 2025, subject to customary conditions.

false 0000354950 0000354950 2025-09-08 2025-09-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 8, 2025

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-8207	95-3261426
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2455 Paces Ferry Road, Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.05 Par Value Per Share		HD		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On September 8, 2025, The Home Depot, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (together, the “Underwriters”). The Underwriting Agreement relates to a public offering by the Company of $500,000,000 aggregate principal amount of 3.750% Notes due September 15, 2028, $500,000,000 aggregate principal amount of 3.950% Notes due September 15, 2030, and $1,000,000,000 aggregate principal amount of 4.650% Notes due September 15, 2035 (collectively, the “Notes”). The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-281802) filed with the Securities and Exchange Commission on August 27, 2024.

Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes representations, warranties and covenants by the Company consistent with those in recent registered offerings of notes by the Company. It also provides for indemnification by each of the Company and the Underwriters against certain liabilities and contribution provisions in respect of those liabilities.

The Company expects the offering of the Notes to close on September 15, 2025, subject to satisfaction of closing conditions.

The foregoing summary is qualified by reference to the Underwriting Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein and in the above-referenced shelf registration statement.

Item 9.01 Financial Statements and Exhibits.

The document included as an exhibit to this report is filed solely to provide information about its terms, is not intended to provide any factual or other information about the Company or the other parties to the agreement, and should not be relied upon by investors for any other purpose.

(d) Exhibits

Exhibit		Description
1.1		Underwriting Agreement dated as of September 8, 2025, among The Home Depot, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the Underwriters.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE HOME DEPOT, INC.
Date: September 10, 2025	By:	/s/ Richard V. McPhail
		Name: Richard V. McPhail
		Title: Executive Vice President and Chief Financial Officer

3

FAQ

What type of securities is The Home Depot (HD) offering in this 8-K?

The Home Depot is offering three tranches of senior notes. These include 3.750% notes due 2028, 3.950% notes due 2030, and 4.650% notes due 2035, all issued under its existing shelf registration statement on Form S-3.

How much debt is The Home Depot (HD) issuing in each notes tranche?

The Home Depot plans to issue $500,000,000 of 3.750% notes due 2028, $500,000,000 of 3.950% notes due 2030, and $1,000,000,000 of 4.650% notes due 2035. Each amount is stated as aggregate principal for that specific maturity.

When are The Home Depot (HD) new notes expected to close and settle?

The company expects the notes offering to close on September 15, 2025. This closing is subject to satisfaction of customary closing conditions outlined in the underwriting agreement with the underwriters named in the transaction.

Who are the underwriters for The Home Depot (HD) notes offering?

J.P. Morgan Securities, BofA Securities, Barclays Capital, Deutsche Bank Securities, and Wells Fargo Securities act as representatives of the several underwriters. They agreed to purchase the notes from The Home Depot for resale to the investing public.

Under what registration statement is The Home Depot (HD) issuing these notes?

The notes are being offered under The Home Depot’s shelf registration statement on Form S-3, Registration No. 333-281802. This registration statement was filed with the U.S. Securities and Exchange Commission on August 27, 2024.

Does the underwriting agreement include indemnification for The Home Depot (HD) notes deal?

Yes. The underwriting agreement includes representations, warranties and covenants, plus indemnification and contribution provisions. These apply to certain liabilities for both The Home Depot and the underwriters, consistent with terms in the company’s recent registered note offerings.