[Form 4] Home Depot, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Richard V. McPhail, EVP & CFO of Home Depot, Inc. (HD), reported transactions on 08/20/2025. The filing shows 3,369 employee stock options with a listed exercise/transaction price of $130.22 were reported with code M, and 3,369 common shares were sold with code S at $403.66. After the reported transactions the beneficial ownership figures shown are 48,824.0604 shares following the acquisition and 45,455.0604 shares following the disposition. The filer states the options "have vested in their entirety and are fully exercisable." The form is signed by an attorney-in-fact on behalf of Mr. McPhail on 08/22/2025.

Positive

• Options explicitly stated as fully vested and exercisable
• Filer retains substantial beneficial ownership after transactions (45,455.0604 shares)

Negative

• Insider sale of 3,369 shares at $403.66 reduced holdings
• Form does not indicate whether transactions were pursuant to a prearranged Rule 10b5-1 plan

Insights

Financial Analyst

TL;DR: Insider exercised options and sold an equal number of shares, leaving substantial post-transaction holdings.

The Form 4 reports an exercise-related transaction (code M) for 3,369 employee stock options at a listed price of $130.22 and a contemporaneous sale (code S) of 3,369 common shares at $403.66 on 08/20/2025. The filing shows beneficial ownership figures of 48,824.0604 shares after the acquisition and 45,455.0604 shares after the sale. The filer explicitly states the options have vested in full and are fully exercisable. For investors, the transactions indicate option monetization by a senior executive while retaining a meaningful equity stake; the filing does not provide intent or use of proceeds, and contains no forward-looking commentary.

Corporate Governance Expert

TL;DR: Insider exercised vested options and executed a sale; disclosure appears complete and signed by an attorney-in-fact.

The Form 4 shows the reporting person is an executive officer (EVP & CFO) and the document is properly executed by an attorney-in-fact on 08/22/2025. The explanatory remark notes the options "have vested in their entirety and are fully exercisable," clarifying the legal status of the derivatives. The filing lists both acquisition and disposition entries for the same share count, consistent with an exercise-and-sell sequence. The form contains no indications of Rule 10b5-1 trading plan or other contractual arrangements in the checkboxes provided. From a governance perspective, the disclosure meets Section 16 reporting mechanics but does not explain the rationale for the sale.

SEC Form 4

FORM 4

UNITED 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^*

McPhail Richard V

(Last) (First) (Middle)

2455 PACES FERRY RD

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HOME DEPOT, INC. [ HD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
$.05 Common Stock	08/20/2025		M		3,369	A	$130.22	48,824.0604	D
$.05 Common Stock	08/20/2025		S		3,369	D	$403.66	45,455.0604	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options	$130.22	08/20/2025		M			3,369	(1)	03/22/2026	$.05 Common Stock	3,369	$0	0	D

Explanation of Responses:

1. The options have vested in their entirety and are fully exercisable.

Remarks:

	/s/ Stephanie Bignon, Attorney-in-Fact for Richard V. McPhail	08/22/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did HD insider Richard V. McPhail report on 08/20/2025?

The filing reports an acquisition entry for 3,369 employee stock options (code M) with a listed price of $130.22 and a sale of 3,369 common shares (code S) at $403.66 on 08/20/2025.

Did Richard V. McPhail indicate the options are exercisable?

Yes. The filing includes an explanation stating the options "have vested in their entirety and are fully exercisable."

How many Home Depot shares did the filing show after the transactions?

The form lists 48,824.0604 shares following the acquisition entry and 45,455.0604 shares following the disposition entry.

Who signed the Form 4 for Richard V. McPhail and when?

The Form 4 is signed by Stephanie Bignon, Attorney-in-Fact for Richard V. McPhail with a signature date of 08/22/2025.

Does the Form 4 state whether the sale was under a 10b5-1 trading plan?

No. The checkboxes in the form do not indicate that the transaction was executed pursuant to a Rule 10b5-1 trading plan.