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  4. [Form 4] HOME DEPOT, INC. Insider Trading Activity

Home Depot (NYSE: HD) director receives deferred stock and share grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HOME DEPOT, INC. director Wayne M. Hewett received equity-based compensation in the form of deferred awards rather than making any open-market trades. He was granted 270.8908 Deferred Stock Units at $313.7800 per unit and 796.0000 Deferred Shares, each convertible into one share of common stock. The Deferred Shares vest on the date of the next annual shareholders meeting and convert upon specified events such as termination of board service, death, retirement, disability, or a change in control, while the Deferred Stock Units convert after termination of service under the non-employee directors’ deferred compensation plan. Following these grants, he holds 2,573.8504 Deferred Stock Units and 19,424.1340 Deferred Shares directly.

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Insider Hewett Wayne M.
Role Director
Type Security Shares Price Value
Grant/Award Deferred Shares 796 $0.00 --
Grant/Award Deferred Stock Units 270.891 $313.78 $85K
Holdings After Transaction: Deferred Shares — 19,424.134 shares (Direct); Deferred Stock Units — 2,573.85 shares (Direct)
Footnotes (1)
  1. The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022, and convert to shares of Common Stock on a one-for-one basis upon the earliest of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company. Vesting of shares occurs on the date of the next annual shareholders meeting. The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.
Deferred Stock Units granted 270.8908 units at $313.7800 Grant to director Wayne M. Hewett on May 21, 2026
Deferred Stock Units holding 2,573.8504 units Total Deferred Stock Units after transaction
Deferred Shares granted 796.0000 shares Deferred Shares award on May 21, 2026
Deferred Shares holding 19,424.1340 shares Total Deferred Shares after transaction
Conversion ratio 1:1 to common stock Both Deferred Shares and Deferred Stock Units
Deferred Stock Units financial
"The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service..."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
Deferred Shares financial
"The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan..."
Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.
Omnibus Stock Incentive Plan financial
"granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022..."
change in control financial
"convert to shares of Common Stock... upon... a change in control of the Company."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
NonEmployee Directors' Deferred Stock Compensation Plan financial
"described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan."

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FAQ

What did Home Depot (HD) director Wayne M. Hewett receive in this Form 4?
Wayne M. Hewett received equity-based compensation, not open-market trades. He was granted 270.8908 Deferred Stock Units at $313.7800 each and 796.0000 Deferred Shares, all tied to Home Depot common stock on a one-for-one conversion basis.

Are Wayne Hewett’s Home Depot (HD) transactions open-market buys or sells?
The transactions are compensation-related grants, not open-market buys or sells. Both awards are coded "A" for grant or award, reflecting deferred stock units and deferred shares that convert into common stock under the company’s director compensation plans.

How do the Deferred Shares granted to Wayne Hewett at Home Depot (HD) vest and convert?
The Deferred Shares vest on the date of the next annual shareholders meeting. They convert into common stock on a one-for-one basis upon the earliest of the director’s termination of board service, death, retirement, disability, or a change in control of the company.

When do Wayne Hewett’s Deferred Stock Units in Home Depot (HD) convert to common stock?
The Deferred Stock Units convert to Home Depot common stock on a one-for-one basis following termination of board service. This is governed by The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan detailed in the filing footnotes.

How many deferred awards does Wayne Hewett hold after these Home Depot (HD) grants?
After these grants, Wayne Hewett directly holds 2,573.8504 Deferred Stock Units and 19,424.1340 Deferred Shares. Both types of awards are tied one-for-one to Home Depot common stock, providing equity-based compensation linked to the company’s share performance.

What plans govern Wayne Hewett’s deferred awards at Home Depot (HD)?
The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022. The Deferred Stock Units convert under The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan for non-employee directors.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Hewett Wayne M.
(Last)(First)(Middle)
2455 PACES FERRY RD., SE
(Street)
ATLANTA GEORGIA 30339
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HOME DEPOT, INC. [ HD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Shares(1)05/21/2026A796 (1) (1)common stock796$019,424.134D
Deferred Stock Units(2)05/21/2026A270.8908 (2) (2)common stock270.8908$313.782,573.8504D
Explanation of Responses:
1. The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022, and convert to shares of Common Stock on a one-for-one basis upon the earliest of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company. Vesting of shares occurs on the date of the next annual shareholders meeting.
2. The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.
Remarks:
/s/ Stephanie Bignon, Attorney-in-Fact for Wayne M. Hewett05/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR