Home Depot CFO granted options and shares

Home Depot EVP & CFO Richard V. McPhail reported compensation-related equity awards and routine tax withholding.

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Rhea-AI Filing Summary

Home Depot EVP & CFO Richard V. McPhail reported compensation-related equity awards and routine tax withholding. He received 10,378 employee stock options with an exercise price of $332.51 per share, expiring on March 24, 2036, vesting in 25% increments beginning on the second anniversary of the grant date.

McPhail was also granted 3,969 performance-based restricted shares of $.05 common stock that vest 50% after 30 months and 50% after 60 months. The footnotes state the 2026 shares will be forfeited if fiscal 2026 company operating profit is less than 90% of the target under the 2026 Management Incentive Plan. Separately, 514 shares of common stock were disposed of at $330.91 per share to satisfy tax obligations, leaving him with 44,052.4629 shares directly owned immediately after that transaction and 48,021.4629 shares after the subsequent grant.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider McPhail Richard V

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options	10,378	$0.00	$0.00
Grant/Award	$.05 Common Stock	3,969	$0.00	$0.00
Exercise Price or Tax Liability	$.05 Common Stock	514	$330.91	$170K

Holdings After Transaction: Employee Stock Options — 10,378 contracts (Direct); $.05 Common Stock — 48,021.4629 shares (Direct)

Footnotes (2)

F1. The performance-based restricted shares were issued under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022, and vest 50% after 30 months and the remaining 50% after 60 months. The 2026 shares will be forfeited if FY2026 Company operating profit is not at least 90% of the target established under the 2026 Management Incentive Plan.
F2. The stock options were issued under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022 and vest annually in 25% increments beginning on the second anniversary of the grant date.

FAQ

What equity awards did Home Depot (HD) CFO Richard McPhail receive?

Richard McPhail received 10,378 employee stock options and 3,969 performance-based restricted shares. The options have a $332.51 exercise price, while the restricted shares vest over 30 and 60 months under The Home Depot, Inc. Omnibus Stock Incentive Plan.

What are the vesting terms of Richard McPhail’s new Home Depot (HD) stock options?

The 10,378 employee stock options vest in 25% increments beginning on the second anniversary of the grant date. They were issued under Home Depot’s Omnibus Stock Incentive Plan and expire on March 24, 2036, aligning with longer-term executive retention incentives.

How are Richard McPhail’s Home Depot (HD) performance-based restricted shares structured?

McPhail’s 3,969 performance-based restricted shares vest 50% after 30 months and 50% after 60 months. According to footnotes, the 2026 shares are forfeited if fiscal 2026 operating profit is below 90% of the target set in the 2026 Management Incentive Plan.

Why did Home Depot (HD) CFO Richard McPhail dispose of 514 shares?

He disposed of 514 shares of $.05 common stock at $330.91 per share to satisfy tax obligations. The transaction is coded “F,” meaning shares were delivered to cover tax liabilities rather than sold in an open-market transaction.

How many Home Depot (HD) shares does Richard McPhail hold after these transactions?

After the tax-withholding disposition and subsequent grant, McPhail directly holds 48,021.4629 shares of Home Depot $.05 common stock. This total reflects compensation-related awards and routine tax withholding disclosed in the Form 4 data.

Under which plan were Richard McPhail’s Home Depot (HD) awards granted?

Both the stock options and performance-based restricted shares were issued under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated on May 19, 2022, which governs the company’s long-term equity incentive compensation.

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Accepted by SEC EDGAR 03/26/2026 - 04:42 PM

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., 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$.05 Common Stock	03/24/2026		F		514	D	$330.91	44,052.4629	D
$.05 Common Stock	03/25/2026		A		3,969⁽¹⁾	A	$0	48,021.4629	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$332.51	03/25/2026		A		10,378		⁽²⁾	03/24/2036	$.05 Common Stock	10,378	$0	10,378	D

Explanation of Responses:

1. The performance-based restricted shares were issued under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022, and vest 50% after 30 months and the remaining 50% after 60 months. The 2026 shares will be forfeited if FY2026 Company operating profit is not at least 90% of the target established under the 2026 Management Incentive Plan.

2. The stock options were issued under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022 and vest annually in 25% increments beginning on the second anniversary of the grant date.

Remarks:

	/s/ Stephanie Bignon, Attorney-in-Fact for Richard V. McPhail	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR