Home Depot (NYSE: HD) awards stock options and performance shares to HR EVP

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HOME DEPOT, INC. executive vice president of human resources Stephanie Smith received new equity awards as part of her compensation. She was granted 6,132 employee stock options with an exercise price of $332.51 per share that vest in 25% increments beginning on the second anniversary of the grant date and expire in 2036.

She was also awarded 2,345 performance-based restricted shares of $.05 common stock that vest 50% after 30 months and 50% after 60 months, and may be forfeited if FY2026 company operating profit is less than 90% of the target under the 2026 Management Incentive Plan. In a separate transaction, 109 shares of common stock were withheld at $330.91 per share to cover tax obligations, leaving her with 7,911.8266 directly held shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider SMITH STEPHANIE

Role EVP - Human Resources

Type	Security	Shares	Price	Value
Grant/Award	Employee Stock Options	6,132	$0.00	--
Grant/Award	$.05 Common Stock	2,345	$0.00	--
Tax Withholding	$.05 Common Stock	109	$330.91	$36K

Holdings After Transaction: Employee Stock Options — 6,132 shares (Direct); $.05 Common Stock — 7,911.827 shares (Direct)

Footnotes (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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/26/2026 - 04:41 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^*

SMITH STEPHANIE

(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 - Human Resources

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		109	D	$330.91	5,566.8266	D
$.05 Common Stock	03/25/2026		A		2,345⁽¹⁾	A	$0	7,911.8266	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		6,132		⁽²⁾	03/24/2036	$.05 Common Stock	6,132	$0	6,132	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 Stephanie Smith	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

FAQ

What equity awards did Home Depot (HD) EVP Stephanie Smith receive?

Stephanie Smith received 6,132 employee stock options and 2,345 performance-based restricted shares of Home Depot $.05 common stock. These awards were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan amended May 19, 2022.

What are the vesting terms of Stephanie Smith’s new Home Depot stock options?

The 6,132 employee stock options for Stephanie Smith vest annually in 25% increments beginning on the second anniversary of the grant date. They carry an exercise price of $332.51 per share and expire on March 24, 2036.

How do the performance-based restricted shares for HD’s EVP vest and what is the condition?

The 2,345 performance-based restricted shares vest 50% after 30 months and the remaining 50% after 60 months. The 2026 tranche will be forfeited if FY2026 operating profit is below 90% of the 2026 Management Incentive Plan target.

Why were 109 Home Depot shares disposed of in Stephanie Smith’s Form 4?

The 109 shares of $.05 common stock were withheld to satisfy tax obligations, not sold in the open market. They were valued at $330.91 per share and represent a tax-withholding disposition associated with equity compensation.

How many Home Depot shares does Stephanie Smith hold after these transactions?

Following the grant and tax-withholding events, Stephanie Smith directly holds 7,911.8266 shares of Home Depot $.05 common stock. This figure reflects her updated ownership after 109 shares were withheld to cover tax liabilities.

Under which plan were Stephanie Smith’s Home Depot equity awards issued?

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 equity compensation for eligible participants.