DEF 14A of Home Depot, Inc., Apr 7, 2026

DEF 14A of Home Depot, Inc.

Filed Apr 7, 2026 · FY20250000354950-26-000090

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  1. 2026 DIRECTOR NOMINEES (see pages 17-25)

    2026 DIRECTOR NOMINEES (see pages 17-25)

  2. 2026 DIRECTOR NOMINEES (see pages 17-25)

    | Director Nominees | | | Board Committee Composition | | | | | Name | Director Since | Position | Audit | LDC | NCG | Finance | | Gerard J. Arpey* | 2015 | Partner, Emerald Creek Group, LLC | | | ü | ü | | Ari Bousbib* | 2007 | Chairman and CEO, IQVIA Holdings Inc. | ü | | | Chair | | Jeffery H. Boyd* | 2016 | Former Chairman and CEO, Booking Holdings Inc. | | | Chair | ü | | Gregory D. Brenneman* Lead Director | 2000 | Executive Chairman, CCMP Capital Advisors, LP | | | | | | J. Frank Brown* Audit Committee Financial Expert | 2011 | Former Managing Director and Chief Risk Officer, General Atlantic LLC | Chair | | | ü | | Edward P. Decker | 2022 | Chair, President and CEO, The Home Depot, Inc. | | | | | | Wayne M. Hewett* | 2014 | Chairman, Cambrex Corporation | ü | Chair | | | | Manuel Kadre* | 2018 | Chairman and CEO, Kollective Auto Group | ü | | | ü | | Stephanie C. Linnartz* | 2018 | Former President, CEO and Director, Under Armour, Inc. | ü | ü | | | | Paula A. Santilli* | 2022 | Former CEO, Latin America Foods, PepsiCo, Inc. | | | ü | ü | | Caryn Seidman-Becker* | 2022 | Chair and CEO, CLEAR Secure, Inc. | | ü | ü | | | Asha Sharma* | 2025 | Executive Vice President and CEO, Microsoft Gaming, Microsoft Corporation | ü | ü | | | | * All director nominees are independent except Mr. Decker, our Chair, President and CEO. | | | | | | |

  3. 2026 DIRECTOR NOMINEES (see pages 17-25)

    | vi | The Home Depot 2026 Proxy Statement |

  4. 2026 DIRECTOR NOMINEES (see pages 17-25)

    CORPORATE GOVERNANCE The Company has a long-standing commitment to strong corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability, and helps build public trust in the Company. The Board has adopted policies and processes that foster effective Board oversight of matters such as strategy, risk management, financial and other controls, compliance, culture, sustainability, human capital management, and management succession planning. The Board regularly reviews our major governance documents, policies, and processes in the context of current corporate governance trends, regulatory changes, and recognized best practices. The following sections provide an overview of our corporate governance structure, policies, and processes, including key aspects of our Board operations.

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board currently has 12 members: Gerard J. Arpey, Ari Bousbib, Jeffery H. Boyd, Gregory D. Brenneman, J. Frank Brown, Edward P. Decker, Wayne M. Hewett, Manuel Kadre, Stephanie C. Linnartz, Paula A. Santilli, Caryn Seidman-Becker, and Asha Sharma. With the exception of Mr. Decker, our Chair, President and CEO, each director was independent throughout Fiscal 2025, and continues to be independent.

  6. 2026 DIRECTOR NOMINEES

    2026 DIRECTOR NOMINEES After evaluating the performance and experience of each of the current directors and the composition of the Board, the NCG Committee and our Board have recommended the election of all 12 of our current Board members. The tables and the detailed director nominee biographies below summarize the skills, qualifications and attributes of our director nominees that are important to us and depict how the composition of our nominees for our Board meets these needs.

  7. 2026 DIRECTOR NOMINEES

    | Skills, Qualifications and Attributes | Relevance to The Home Depot | | | Retail/Merchandising | Experience in the retail industry provides a relevant understanding of our business, strategy and marketplace dynamics. | | | Strategic Management | Our Board regularly reviews and has input on our strategic plan, which guides our long-term business investments and objectives and our capital allocation. | | | Supply Chain | Upstream and downstream supply chain structure and design, as well as last-mile offerings, are critical to our strategic initiatives and responsible sourcing. | | | Marketing/Communications | Effective marketing and communications are critical to building customer loyalty, deepening customer engagement, and expanding market share. | | | E-Commerce | E-commerce is an essential part of the Company’s strategy for growth of the business and optimization of our interconnected experience. | | | B2B | Experience serving the unique needs of business and commercial customers can support our strategy to grow our market share with Pros through the development of differentiated capabilities. | | | Real Estate | Given our significant physical footprint, directors with real estate experience can provide insight on opportunities and managing our locations. | | | Human Capital Management | With our significant associate population, directors with experience in organizational management and talent development provide key insights into developing and investing in our associates. | | | Technology/Innovation | We rely on technology to manage customer, associate and supplier data, and experience overseeing technology and innovation can help us realize opportunities as we deliver products, services and experiences to the market that meet evolving customer expectations. | | | Data Protection/Cybersecurity | The protection of customer, associate, corporate, and supplier data is of the utmost importance and will continue to grow in importance as we expand our technological capabilities. | | | International | With global operations in several countries, international experience helps us understand opportunities and challenges. | | | Finance | Our business involves complex financial transactions, including with respect to strategic acquisitions, and reporting requirements. | | | Governance | As a public company, we and our shareholders expect effective oversight and transparency. | |

  8. 2026 DIRECTOR NOMINEES

    | The Home Depot 2026 Proxy Statement | 17 |

  9. 2026 DIRECTOR NOMINEES

    | Skills, Qualifications and Attributes | Relevance to The Home Depot | | | CEO Experience | The significant leadership experience that comes from a CEO role can provide insight on business operations, driving growth, and building and strengthening corporate culture. | | | Sustainability | We believe running a responsible, sustainable company makes our business stronger, more agile, and more resilient and helps us deliver industry-leading results. | |

  10. 2026 DIRECTOR NOMINEES

    | Skills, Qualifications, and Attributes | Arpey | Bousbib | Boyd | Brenneman | Brown | Decker | Hewett | Kadre | Linnartz | Santilli | Seidman- Becker | Sharma | | Retail/Merchandising | | | | • | | • | | • | • | • | | | | Strategic Management | • | • | • | • | • | • | • | • | • | • | • | • | | Supply Chain | | • | | • | | • | • | | • | • | | • | | Marketing/Communications | | | • | • | | • | | | • | • | | • | | E-Commerce | | | • | | • | • | | | • | • | | • | | B2B | | | | • | | | • | | • | | • | • | | Real Estate | | | | | • | • | | • | • | | | | | Human Capital Management | • | • | • | • | • | • | • | • | • | • | • | | | Technology/Innovation | | | | • | | | | | • | • | • | • | | Data Protection/Cybersecurity | | | | | • | | | | • | | | • | | International | • | • | • | • | • | • | • | • | • | • | | | | Finance | • | • | | • | • | • | • | • | • | • | • | • | | Governance | • | | • | • | | | • | • | | | • | | | CEO Experience | • | • | • | • | | • | • | • | • | • | • | | | Sustainability | | | | | | | • | | • | • | | | | Race/Ethnicity | | | | | | | | | | | | | | Asian | | | | | | | | | | | | • | | Black/African American | | | | | | | • | | | | | | | Hispanic/Latin American | | | | | | | | • | | • | | | | White | • | • | • | • | • | • | | | • | | • | | | Gender | M | M | M | M | M | M | M | M | F | F | F | F |

  11. 2026 DIRECTOR NOMINEES

    Each of the 12 individuals nominated for election to the Board would be elected to hold office until the 2027 Annual Meeting of Shareholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, the Board may reduce the number of directors that serve on the Board or choose a substitute nominee in accordance with our By-Laws. If a nominee becomes unable to serve for good cause or is unwilling to serve, a substitute nominee is chosen, and you have already submitted your proxy, the proxy holders may vote your shares for the substitute nominee in their discretion. The 12 nominees for election to the Board are set forth below.

  12. 2026 DIRECTOR NOMINEES

    | 18 | The Home Depot 2026 Proxy Statement |

  13. 2026 DIRECTOR NOMINEES

    | GERARD J. ARPEY | | | Director since: 2015 Age: 67 Committees: Nominating and Corporate Governance Finance | Mr. Arpey has been a partner in Emerald Creek Group, LLC, a private equity firm based in Southern California, since 2012. Mr. Arpey previously served as CEO of AMR Corporation, a global airline holding company, and its subsidiary American Airlines, from 2003 until his retirement in 2011. From 2004 through his retirement, he also served as Chairman of the AMR Board of Directors. Mr. Arpey also previously served as American Airlines’ President and COO, Senior Vice President of Finance and Planning, and CFO. Mr. Arpey currently serves on the board of directors of S. C. Johnson & Son, Inc., a privately-held company, and as a trustee of the American Beacon Funds. Skills and Qualifications: Mr. Arpey brings to the Board extensive organizational management, strategic, financial, governance, and international experience from his service as chairman, chief executive officer, and chief financial officer of one of the largest global airlines and service as a director of public and private companies. Other U.S. Public Company Board Memberships in Past Five Years: None | | ARI BOUSBIB | | | Director since: 2007 Age: 65 Committees: Audit Finance (Chair) | Mr. Bousbib serves as Chairman and CEO of IQVIA Holdings Inc., a leading global provider of advanced analytics, technology solutions and contracted research services to the life sciences industry. He assumed this position in October 2016 following the merger of IMS Health Holdings, Inc. (“IMS Holdings”) and Quintiles Transnational Holdings, Inc. From 2010 to October 2016, Mr. Bousbib served as Chairman and CEO of IMS Health Incorporated (“IMS Health”), a subsidiary of IMS Holdings, and he also served as Chairman, CEO and President of IMS Holdings since its initial public offering in 2014. Prior to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), a commercial aerospace, defense and building industries company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, including Otis Elevator Company (“Otis”), Carrier Corporation, UTC Fire & Security and UTC Power. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 until 2002, he served as its COO. Prior to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton, a global management and technology consulting firm. Skills and Qualifications: In serving on our Board, Mr. Bousbib draws from his experience with managing large, sophisticated businesses, including oversight of extensive global operations, as well as strategic, finance, human capital management, and supply chain matters. He plays a key role in the Board’s oversight of the Company’s supply chain, international and finance matters, and provides insight into the development of corporate strategy. Other U.S. Public Company Board Memberships in Past Five Years: IQVIA Holdings Inc. (2016 to present) |

  14. 2026 DIRECTOR NOMINEES

    | The Home Depot 2026 Proxy Statement | 19 |

  15. 2026 DIRECTOR NOMINEES

    | JEFFERY H. BOYD | | | Director since: 2016 Age: 69 Committees: Nominating and Corporate Governance (Chair) Finance | Mr. Boyd has served as Managing Director of Compleat Angler Capital, LLC, a strategic investment firm, since 2014. He served in several senior executive positions during his long and successful tenure at Booking Holdings Inc. (“Booking”), a leading provider of online travel and related services. Under his strategic leadership, Booking grew from posting a loss in 2002 to becoming a multi-billion dollar profitable business. He served as Chairman of the Board of Booking from June 2018 to June 2020, and from January 2017 to June 2018, he served as Booking’s Executive Chairman. Prior to January 2017, Mr. Boyd served in a number of roles of increasing responsibility at Booking, including as its President and CEO from November 2002 until December 2013, Chairman from January 2013 to December 2016, and interim CEO and President during a portion of 2016. Mr. Boyd was Booking’s President and Co-CEO from August 2002 to November 2002; its Chief Operating Officer from November 2000 to August 2002; and its Executive Vice President, General Counsel and Secretary from January 2000 to October 2000. Prior to joining Booking, Mr. Boyd was Executive Vice President, General Counsel and Secretary of Oxford Health Plans, Inc. Skills and Qualifications: Mr. Boyd brings to our Board extensive experience in international e-commerce, sales, and digital marketing, as well as proven leadership, corporate governance and strategic management skills. His e-commerce experience provides valuable insights into the continued execution and evolution of our interconnected retail strategy. Other U.S. Public Company Board Memberships in Past Five Years: CLEAR (2021 to present) Oscar Health, Inc. (2021 to present) Booking Holdings Inc. (2001 to 2021) | | GREGORY D. BRENNEMAN | | | Director since: 2000 Age: 64 Lead Director | Mr. Brenneman, our Lead Director, serves as Executive Chairman of CCMP Capital Advisors, LP (“CCMP”), a private equity firm with over $3 billion under management, a position he has held since October 2016. He previously served as Chairman of CCMP from 2008 until October 2016 and as its President and CEO from February 2015 until October 2016. He is also Chairman and CEO of TurnWorks, Inc., a private equity firm focusing on corporate turnarounds, which he founded in 1994. Prior to joining CCMP, Mr. Brenneman led restructuring and turnaround efforts at Quiznos, Burger King Corporation, PwC Consulting, a division of PricewaterhouseCoopers (“PwC”), and Continental Airlines, Inc. that resulted in improved customer service, profitability, and financial performance. Skills and Qualifications: As a successful business leader who has been involved in several well-known corporate spin-off and turnaround-driven transformations, Mr. Brenneman has an extensive background in general management of large organizations and expertise in accounting and corporate finance, retail, supply chain, marketing, technology and innovation, B2B, and international matters. In addition, his directorships at other public companies provide him with broad experience on governance issues. Other U.S. Public Company Board Memberships in Past Five Years: Baker Hughes Company (2017 to present) Ecovyst Inc. (formerly PQ Group Holdings Inc.) (2017 to 2022) Hayward Holdings, Inc. (2021 to 2023) |

  16. 2026 DIRECTOR NOMINEES

    | 20 | The Home Depot 2026 Proxy Statement |

  17. 2026 DIRECTOR NOMINEES

    | J. FRANK BROWN | | | Director since: 2011 Age: 69 Audit Committee Financial Expert Committees: Audit (Chair) Finance | Mr. Brown is a seasoned executive who served in various roles with General Atlantic LLC (“General Atlantic”), a global growth equity firm investing in innovative and technology-driven companies. He served as Managing Director and Chief Risk Officer from 2020 until his retirement at the end of 2021, after which he served as an advisor through the end of 2024. From 2011 through 2019, he served as Managing Director and COO of General Atlantic. From 2006 to 2011, Mr. Brown was Dean of INSEAD, an international business school with campuses in France, Singapore and Abu Dhabi. Before his appointment as Dean of INSEAD, he served as a member of its Board and as Chairman of its U.S. Council. Prior to his tenure at INSEAD, Mr. Brown spent 26 years at PwC, where he held a series of leadership roles, including head of its Assurance and Business Advisory Service, Transactions Services, and Corporate Development practices, and ultimately the leader of its $3.5 billion Advisory Services operating unit. He also launched PwC’s Genesis Park, a leadership development program to train the next generation of global leaders within the firm. Mr. Brown is a trustee of The Asia Society and Bucknell University, and he is a member of the American Institute of Certified Public Accountants. He is also an author and frequent speaker on leadership. Skills and Qualifications: Mr. Brown is a seasoned international business and academic leader whose strong technical expertise in financial and accounting matters qualifies him as an “audit committee financial expert” under SEC guidelines. In addition, his role at General Atlantic provided insight into risk management, real estate, human capital management, cybersecurity, and e-commerce. Other U.S. Public Company Board Memberships in Past Five Years: None | | EDWARD P. DECKER | | | Director since: 2022 Age: 63 Chair, President and CEO | Mr. Decker has served as our Chair since October 2022 and as our President and CEO since March 2022. Prior to assuming the role of CEO, he served as our President and COO from October 2020 through February 2022, where he was responsible for global store operations, global sourcing operations, global supply chain, outside sales and service, and real estate, as well as merchandising, marketing and online strategy. From August 2014 to October 2020, he served as Executive Vice President – Merchandising, where he was responsible for merchandising strategy, marketing, vendor management, and in-store environment. From October 2006 through July 2014, he served as Senior Vice President – Retail Finance, Pricing Analytics, and Assortment Planning. Mr. Decker joined The Home Depot in 2000 and held various strategic planning roles, including as Vice President – Strategic Business Development from November 2002 to April 2006 and Senior Vice President – Strategic Business and Asset Development from April 2006 to September 2006. Prior to joining the Company, Mr. Decker held various positions in strategic planning, business development, finance, and treasury at Kimberly-Clark Corporation, Scott Paper Company, and PNC Bank. Skills and Qualifications: With over two decades of experience with the Company, Mr. Decker brings to our Board extensive retail experience and knowledge of our business, including leadership experience in retail operations, merchandising, marketing, e-commerce, supply chain, real estate, strategic business development, finance, vendor management, organizational development, and international matters. Other U.S. Public Company Board Memberships in Past Five Years: None |

  18. 2026 DIRECTOR NOMINEES

    | The Home Depot 2026 Proxy Statement | 21 |

  19. 2026 DIRECTOR NOMINEES

    | WAYNE M. HEWETT | | | Director since: 2014 Age: 61 Committees: Leadership Development and Compensation (Chair) Audit | Mr. Hewett is a seasoned executive leader who has worked across a number of industries. Since March 2018, he has served as a senior advisor to Permira, a global private equity firm. Since December 2019, he has also served as Chairman of Cambrex Corporation, a contract developer and manufacturer of active pharmaceutical ingredients; and since October 2023 he has served as Chairman of Quotient Sciences, a drug development and manufacturing accelerator, both of which are Permira portfolio companies. In March 2023, he joined the board of managers of ASP Resins Holdings LP, a private company that produces adhesives and performance materials. From March 2018 to December 2021, he served as Chairman of DiversiTech Corporation, a manufacturer and supplier of HVAC equipment. From August 2015 to November 2017, Mr. Hewett served as CEO of Klöckner Pentaplast Group, a packaging supplier. From January 2010 to February 2015, he served as President, CEO and a member of the board of directors of Arysta LifeScience Corporation (“Arysta”), a privately-held crop protection and life science company. In February 2015, Arysta was acquired by Platform Specialty Products Corporation, a global producer of high technology specialty chemical products, where Mr. Hewett served as President until August 2015. Mr. Hewett’s career has also included over 20 years with General Electric Company (“GE”), including leadership roles in various GE business units and membership on GE’s Corporate Executive Council. Skills and Qualifications: Mr. Hewett brings to our Board extensive experience in general management, finance, risk management, supply chain, operational, B2B, sustainability, and international matters. He has significant experience executing company-wide initiatives across large organizations, developing proprietary products, optimizing a supply chain, and using emerging technologies to provide new products and services to customers. Other U.S. Public Company Board Memberships in Past Five Years: Resolute Holdings Management, Inc. (2025 to present) United Parcel Service, Inc. (2020 to present) Wells Fargo & Company (2019 to present) |

  20. 2026 DIRECTOR NOMINEES

    | 22 | The Home Depot 2026 Proxy Statement |

  21. 2026 DIRECTOR NOMINEES

    | MANUEL KADRE | | | Director since: 2018 Age: 60 Committees: Audit Finance | Mr. Kadre is Chairman and CEO of Kollective Auto Group (formerly known as MBB Auto Group), a premium luxury retail automotive group with a number of dealerships in the Northeast and Texas, a position he has held since 2012. Mr. Kadre also serves as Chairman of the Board of Republic Services, Inc., an industry leader in U.S. recycling and non-hazardous solid waste disposal, and as the lead director of NeueHealth, Inc., a healthcare company. Prior to his role with Kollective Auto Group, he was the CEO of Gold Coast Caribbean Importers, LLC from July 2009 until 2014. From 1995 until July 2009, Mr. Kadre served in various roles, including President, Vice President, General Counsel and Secretary, for CC1 Companies, Inc., a distributor of beverage products in markets throughout the Caribbean. Mr. Kadre also serves as Chair of the Board of Trustees of the University of Miami. Skills and Qualifications: Mr. Kadre brings significant chief executive and senior management expertise to our Board, along with financial, strategic, international, human capital management, and real estate experience. His service on other boards, including experience serving in chairman and lead independent director roles of other public companies, further enhances our Board’s capabilities in the areas of management oversight, corporate governance and board dynamics. Other U.S. Public Company Board Memberships in Past Five Years: Republic Services, Inc. (2014 to present) NeueHealth, Inc. (formerly Bright Health Group, Inc.) (2021 to 2025) Mednax, Inc. (2007 to 2022) | | STEPHANIE C. LINNARTZ | | | Director since: 2018 Age: 58 Committees: Audit Leadership Development and Compensation | Ms. Linnartz served as the President, CEO and a member of the board of directors of Under Armour, Inc. (“Under Armour”), a leading sportswear company, from February 2023 through March 2024. From 2021 through February 2023, Ms. Linnartz served as the President of Marriott International, Inc. (“Marriott”), the world’s largest hospitality company with the travel industry’s largest customer-loyalty program, Marriott BonvoyTM, and some of the most iconic brands in travel, where she was responsible for developing and executing all aspects of the company’s global strategy. She served as Group President, Consumer Operations, Technology & Emerging Businesses for Marriott from 2020 to 2021, and as Marriott’s Executive Vice President and Global Chief Commercial Officer from 2013 to 2019. Ms. Linnartz joined Marriott as a financial analyst in 1997, and during her tenure held positions in operations, finance, revenue management, sales, distribution, development, and technology and digital over the years. Under her leadership, Marriott launched a new premium home rental offering and expanded its consumer offerings to include travel categories beyond hotels. Prior to joining Marriott, Ms. Linnartz worked for the Hilton Hotels Corporation. Skills and Qualifications: Through her role at Under Armour, Ms. Linnartz brings additional retail and executive leadership experience to our Board. In her role at Marriott, Ms. Linnartz was responsible for providing strategic leadership for all aspects of Marriott’s global strategy, giving her experience across a range of business functions, including brand management, sales (including e-commerce), loyalty strategies, customer engagement, technology and innovation, data protection and cybersecurity, human capital management, real estate development, and sustainability. Her experience, along with her strong financial background, enhances the Board’s oversight of our interconnected retail strategy and the investments we are making for our customer experience, and the needs of a B2B business. Other U.S. Public Company Board Memberships in Past Five Years: Under Armour, Inc. (2023 to 2024) |

  22. 2026 DIRECTOR NOMINEES

    | The Home Depot 2026 Proxy Statement | 23 |

  23. 2026 DIRECTOR NOMINEES

    | PAULA A. SANTILLI | | | Director since: 2022 Age: 61 Committees: Nominating and Corporate Governance Finance | Ms. Santilli served as the CEO, Latin America Foods, for PepsiCo, Inc. (“PepsiCo”), a consumer products company, from January 2025 until December 2025. She will be retiring from PepsiCo in 2026. Prior to this role, Ms. Santilli served as CEO, Latin America, from 2019 to 2024. Previously she served in various leadership positions at PepsiCo Mexico Foods, serving as President from 2017 to 2019, COO from 2016 to 2017, and Vice President and General Manager from 2011 to 2016. Prior to joining PepsiCo Mexico Foods, she held a variety of roles, including leadership positions, with PepsiCo in Mexico and in the Latin America Southern Cone region comprising Argentina, Uruguay and Paraguay. Ms. Santilli joined PepsiCo in 2001 following PepsiCo’s acquisition of the Quaker Oats Company, where she held various roles of increasing responsibility from 1992 to 2001, including running the regional Quaker Foods and Gatorade businesses in Argentina, Chile and Uruguay. Skills and Qualifications: Ms. Santilli brings extensive experience in oversight of general management, retail, e-commerce, finance, marketing, supply chain, technology and innovation, sustainability, and international operations, as well as expertise in the human capital management and compensation needs of a complex sales organization, from her time at PepsiCo. She also contributes to the general strategic management experience of the Board. Other U.S. Public Company Board Memberships in Past Five Years: None | | CARYN SEIDMAN-BECKER | | | Director since: 2022 Age: 53 Committees: Leadership Development and Compensation Nominating and Corporate Governance | Ms. Seidman-Becker has served as the CEO of CLEAR, a secure identity platform operating in travel, healthcare, sports and entertainment, since she and a co-founder purchased and relaunched its predecessor, Alclear Holdings, LLC, in 2010. She also serves as the Chair of CLEAR’s board of directors. Prior to CLEAR, Ms. Seidman-Becker founded and served as the managing partner of Arience Capital, a value-oriented asset management firm with over $1 billion in assets, focused on investing in companies across a broad range of industries, including consumer, technology, aerospace and defense and turnarounds. Prior to Arience Capital, she served as managing director at Iridian Asset Management, an investment advisor firm, and assistant vice president at Arnhold and S. Bleichroeder, an investment bank. Ms. Seidman-Becker also serves on the board of directors of the Federal Reserve Bank of New York. Skills and Qualifications: Ms. Seidman-Becker brings significant strategic management and B2B experience, operational insights, human capital management, and technology and innovation expertise from her role as Chair and CEO of CLEAR. She also contributes strong finance and financial management expertise from her leadership roles at asset management firms and her investment banking experience. Other U.S. Public Company Board Memberships in Past Five Years: CLEAR (2021 to present) Lemonade, Inc. (2020 to 2022) |

  24. 2026 DIRECTOR NOMINEES

    | 24 | The Home Depot 2026 Proxy Statement |

  25. 2026 DIRECTOR NOMINEES

    | ASHA SHARMA | | | Director since: 2025 Age: 37 Committees: Audit Leadership Development and Compensation | Ms. Sharma has served as Executive Vice President and CEO, Microsoft Gaming, with Microsoft, a computer software provider, since February 2026. She previously served as President, CoreAI Product for Microsoft from September 2025 to February 2026. In this role, she oversaw the teams and technologies that power AI across Microsoft and its enterprise customers. She previously served as Corporate Vice President and Head of Product, AI Platform at Microsoft, from March 2024 to September 2025. Prior to joining Microsoft, Ms. Sharma was the Chief Operating Officer of Maplebear Inc. (doing business as Instacart), a leading provider of online grocery services, from 2021 through 2024, during which time she also oversaw execution of Instacart’s financial model. From 2017 through 2021, Ms. Sharma served in various roles at Facebook, Inc. (now Meta Platforms, Inc.), a global technology company, including Vice President of Product for multiple product groups responsible for building Messenger, Instagram Direct, Messenger Kids, Remote Presence (including calling and video), and company-wide platforms. She also served as COO of Porch Group, Inc. (“Porch Group”), a home services software provider, from 2015 to 2017, and as Chief Marketing Officer of Porch Group from 2013 to 2015. Skills and Qualifications: Ms. Sharma brings extensive technology and innovation expertise, along with data protection, cybersecurity, B2B, and product development experience from her work at Microsoft. She contributes operational insights, and strategic management, e-Commerce, finance and supply chain experience from her roles as a COO at Instacart and Porch Group. Her marketing and communications experience from her role as Chief Marketing Officer at Porch Group further enhances the Board’s oversight of the continued execution and evolution of our interconnected strategy. Other U.S. Public Company Board Memberships in Past Five Years: Coupang, Inc. (2024 to present)* AppLovin Corporation (2021 to 2023) Porch Group, Inc. (2015 to 2022) *Ms. Sharma’s service on the board of directors of Coupang, Inc. aligns with our Corporate Governance Guidelines because she is not an executive officer of Microsoft. |

  26. COMPENSATION DISCUSSION AND ANALYSIS

    | EXECUTIVE SUMMARY | 55 | | Fiscal 2025 Business Objectives and Performance | 55 | | Compensation Philosophy and Objectives: Pay for Performance | 55 | | Executive Compensation Report Card: The Home Depot Pays for Performance | 56 | | Performance-Based Features of Fiscal 2025 Compensation and Compensation Best Practices | 57 | | Impact of Fiscal 2025 Business Results on Executive Compensation | 58 | | Opportunity for Shareholder Feedback | 58 | | EXECUTIVE COMPENSATION DETERMINATION PROCESS | 59 | | Benchmarking | 59 | | Mitigating Compensation Risk | 60 | | Consideration of Last Year’s Say-on-Pay Vote | 61 | | ELEMENTS OF OUR COMPENSATION PROGRAMS | 61 | | Base Salaries | 61 | | Annual Cash Incentive | 62 | | Long-Term Incentives | 64 | | Deferred Compensation Plans | 67 | | Perquisites | 67 | | Other Benefits | 67 | | MANAGEMENT OF COMPENSATION-RELATED RISK | 67 | | SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS | 69 |

  27. Compensation Philosophy and Objectives: Pay for Performance

    | Fiscal 2025 Performance Measures and Actual Performance | | | | | Executive Compensation Results | | | | Management Incentive Plan (MIP): | | | | | | | | | ($ in billions) Measures | Threshold | Target | Maximum | Actual** | Continuing NEOs | Performance as % of Target | MIP Payout | | Sales (50%) | $147.56 | $163.95 | $180.35 | $162.81 | E. Decker | 95% | $2,657,631 | | Operating Profit (30%) | $19.22 | $21.35 | $23.49 | $21.17 | R. McPhail | 95% | $928,747 | | Inventory Turns (10%) | 4.06 | 4.51 | 4.97 | 4.33 | A. Campbell | 95% | $1,258,697 | | Pro Strategic Goal (10%) | n/a | Increased managed account sales** | n/a | Achieved | W. Bastek | 95% | $759,323 | | | | | | | J. Broggi | 95% | $702,374 | | Performance Share Award (50% of Fiscal 2025 equity mix): | | | | | | | | | Measures | Fiscal 2025-2027 Performance Shares | | | | Fiscal 2023-2025 Performance Shares | | | | Three-Year Average ROIC (50%) | At the end of the first year of the three-year performance period, results are tracking between the threshold level and the target level. Shares will be received following the end of the three-year performance period, if and to the extent the performance measures are met. | | | | The Fiscal 2023-2025 performance share period concluded, with Company performance resulting in a payout of 70.1% due to average ROIC and operating profit of 37.4% and $21.15 billion, respectively, which reflected results between the threshold level and the target level for each measure. | | | | Three-Year Average Operating Profit (50%) | | | | | | | | | * Amounts do not include total target compensation for Mr. Padilla or Mr. Siddiqui, both of whom departed the Company in 2025 following the termination by the Company of their employment without cause. See “Potential Payments Upon Termination or Change in Control—Departure of Former Executives in Fiscal 2025” starting on page 83 below. ** See “—Elements of Our Compensation Programs—Annual Cash Incentive—Performance Goals” beginning on page 62 below,“—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” on page 63 below, “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2025 MIP Results” on page 64 below, and “—Elements of Our Compensation Programs—Long-Term Incentives—Performance Shares” starting on page 65 below. | | | | | | | |

  28. Compensation Philosophy and Objectives: Pay for Performance

    | Fiscal 2025 Performance Measures and Actual Performance | | | | Executive Compensation Results | | Performance-Based Restricted Stock (30% of Fiscal 2025 equity mix): | | | | | | Restricted stock is forfeited if Fiscal 2025 operating profit is not at least 90% of the MIP target. | | | | This performance condition was satisfied, and the shares of restricted stock will vest in equal installments on the 30 and 60-month anniversaries of the grant date. | | ($ in billions) Measure | Threshold (90% of Target) | Target | Actual*** | | | Operating Profit | $19.22 | $21.35 | $21.17 | | | Stock Options (20% of Fiscal 2025 equity mix): | | | | | | Based on stock price performance – annual grant with an exercise price of $362.13 made on March 26, 2025. | | | | At the end of Fiscal 2025, options were in-the-money by $12.46 per share. Options vest 25% on the second, third, fourth and fifth anniversaries of the grant date. | | ***See “—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” on page 63 below, “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2025 MIP Results” on page 64 below and “—Elements of Our Compensation Programs—Long-Term Incentives—Performance-Based Restricted Stock” on page 66 below. | | | | |

  29. Performance-Based Features of Fiscal 2025 Compensation and Compensation Best Practices

    Performance-Based Features of Fiscal 2025 Compensation and Compensation Best Practices The following features of our executive compensation program illustrate our performance-based compensation philosophy and our practice of following compensation best practices: ü 100% of the annual incentive compensation under our Fiscal 2025 MIP was tied to performance against pre-established, specific, measurable performance goals. ü One half of the Fiscal 2025 equity grant was in the form of a three-year performance share award, with payout contingent on achieving pre-established average ROIC and average operating profit targets over the three-year performance period. ü Our performance-based restricted stock awards, which comprised 30% of the Fiscal 2025 equity grant, were forfeitable if Fiscal 2025 operating profit was less than 90% of the Fiscal 2025 MIP operating profit target. Dividends on performance-based restricted stock are accrued and paid to executive officers only if the performance condition is met. ü Our equity awards have longer vesting periods than those of many of our peers, with the performance-based restricted stock and stock options vesting over five years and the performance shares vesting in full after the three-year performance period, subject to achievement of applicable performance goals, which aligns executive officers’ interests with the interests of our shareholders in the long-term performance of the Company. ü Approximately 91.3% of our CEO’s total target compensation was at risk and in large part contingent upon the achievement of corporate performance objectives. ü We provide only limited perquisites to NEOs, and we do not provide guaranteed salary increases, guaranteed bonuses or tax reimbursements, also known as “gross-ups,” to NEOs; we also do not have any change in control agreements, supplemental executive retirement plans, or defined benefit pension plans, for executive officers. ü We prohibit all associates, including executive officers, and directors from entering into hedging or monetization transactions designed to limit the financial risk of owning Company stock. ü We prohibit all Section 16 officers, including executive officers, and directors from pledging shares of our common stock as collateral, including to secure any indebtedness, and from opening margin accounts using our common stock. ü We maintain robust stock ownership and retention guidelines for executive officers and directors. ü Our executive compensation clawback policy, applicable to all Section 16 officers, extends beyond mandated requirements and allows the LDC Committee, in its discretion, to recoup any bonus, incentive payment, equity award or other compensation if, among other things, the executive officer engaged in intentional misconduct that caused the Company material financial or reputational harm. ü We conduct a compensation risk assessment on at least an annual basis.

  30. Impact of Fiscal 2025 Business Results on Executive Compensation

    Impact of Fiscal 2025 Business Results on Executive Compensation The amount of incentive compensation paid to our executive officers, if any, is driven by our performance. This includes our performance against the Fiscal 2025 business plan reviewed with our Board at the beginning of the fiscal year, which we intended to be challenging in light of the prevailing economic conditions, yet attainable through disciplined execution of our strategy. Consistent with our business plan, our executive compensation program targets reflected increases in the sales and operating profit goals from prior year actual results and a decrease in the inventory turns goals from prior year actual results, excluding the impact of the 53rd week in Fiscal 2024. We also continued to reinforce our strategic focus on Pros with the Pro strategic goal. The compensation earned by our NEOs employed at the end of Fiscal 2025 reflects our Company performance against those measures. •Our MIP paid out slightly below the target level. •The performance condition on the performance-based restricted stock granted in Fiscal 2025 was satisfied, with the shares remaining subject to time-based vesting requirements for up to 60 months from the grant date. •The NEOs earned 70.1% of their Fiscal 2023-2025 performance share award due to average ROIC and average operating profit over the three-year performance period of 37.4% and $21.15 billion, respectively, reflecting results between the threshold level and the target level for each measure.

  31. Benchmarking

    Benchmarking We do not target any specific peer group percentile ranking for total compensation or for any particular component of compensation for our NEOs. The LDC Committee considers each executive’s compensation history and peer group market position as reference points in setting compensation on an annual basis. For Fiscal 2025 for our CEO, the LDC Committee considered data provided by Pay Governance from two peer groups. The first group consisted of Fortune 50 companies excluding certain financial services and other companies due to their unique executive compensation structure, as noted below. This group reflects companies of similar size and complexity to us. The second group, listed below, consisted of the top ten retail

  32. Benchmarking

    | The Home Depot 2026 Proxy Statement | 59 |

  33. Benchmarking

    companies by market capitalization with which we compete for executive talent. The retail peer group was unchanged from Fiscal 2024.

  34. Benchmarking

    | Retail Peer Group | | | Amazon.com | Ross Stores, Inc. | | AutoZone, Inc. | Target Corporation | | Costco Wholesale Corporation | The Kroger Co. | | Lowe’s Companies, Inc. | The TJX Companies, Inc. | | O’Reilly Automotive, Inc. | Walmart Inc. |

  35. Benchmarking

    In reviewing the benchmarking data from 2024 in connection with setting Mr. Decker’s target Fiscal 2025 compensation in early 2025, the LDC Committee and the independent directors also reviewed the percentile ranking of our revenues and Mr. Decker’s target total compensation compared to each of these peer groups, as reflected below:

  36. Benchmarking

    | | Percentile Rank | | | Category | Fortune 50(3) | Retail Peers | | Market Cap(1) | 80% | 77% | | Company Revenue(2) | 54% | 67% | | CEO Target Total Compensation | 10% | 41% |

  37. Benchmarking

    (1) Based on one-month average in December 2024. (2) Based on revenue for the most recently completed fiscal year as reported in SEC filings. (3) Excludes Bank of America Corporation, Berkshire Hathaway Inc., Citigroup Inc., Fannie Mae, Freddie Mac, Goldman Sachs, JPMorgan Chase & Co., Morgan Stanley, and Wells Fargo & Company. Dell Technologies, Inc., Meta Platforms, Inc., and Tesla, Inc. were also excluded due to the atypical compensation structures of their founder/CEOs. State Farm Mutual Automobile Insurance was excluded because it is a private company and did not disclose executive compensation data. For our other NEOs, the LDC Committee considered data from the Aon Radford McLagan Compensation Database (the “Aon Radford Database”), which provides information and comparisons on compensation for executive and industry-specific positions. For Ms. Campbell, Mr. McPhail, and Mr. Bastek, the LDC Committee also considered the compensation paid to NEOs in the retail peer group with the same pay rank within their respective companies. Mr. McPhail’s compensation was also reviewed in comparison to data from the Aon Radford Database for Fortune 50 companies. For Mr. Padilla, a broader retail survey data was used, while general industry survey data was used for Mr. Broggi, due to the nature of their roles. This data helps the LDC Committee understand compensation for the market in which the Company principally competes for retail-specific talent and for customers.

  38. Mitigating Compensation Risk

    •Robust internal controls are in place to ensure compensation plans operate as designed and approved. •Compensation programs and pay amounts at various leadership levels are routinely analyzed against market data by the LDC Committee and management to ensure compensation is appropriate to the market. •Cash and equity incentive awards to executive officers are subject to an executive compensation clawback policy, as described below on page 68, to discourage manipulation of incentive program elements. •Robust stock ownership and retention guidelines are in place to further align the interests of shareholders and executive officers, as described below on page 68. Quantitative Factors: •Performance and payment time horizons are appropriate, and they are not overweight in short-term incentives. •The relationship between the incremental achievement levels and corresponding payouts in our incentive plans is appropriate. Each of our Company MIP performance measures have payout caps, and our performance shares are subject to a maximum payout of 200%. The number of shares underlying our performance-based restricted stock and stock option awards is fixed at the time of grant. •Programs employ a reasonable mix of performance measures and are not overly concentrated on a single measure. Although the operating profit measure is used in more than one incentive, it is a key corporate goal that takes into account both revenue and expense, and the risk of overweighting it is mitigated by using it across different time horizons. •Criteria for payments are closely aligned with our strategic initiatives, our business plan and shareholder interests. •Payout curves are reasonable and do not contain steep “cliffs” that might encourage unreasonable short-term business decisions to achieve payment thresholds. •Equity for senior officers is paid in a mix of performance shares, performance-based restricted stock, and stock options.

  39. Annual Cash Incentive

    Annual Cash Incentive All NEOs serving at the end of Fiscal 2025 participated in the MIP, our cash-based annual incentive plan. The Fiscal 2025 MIP payout was contingent upon the achievement of financial and strategic performance goals set by the LDC Committee at the beginning of the Fiscal 2025 performance period, and the target performance level for each goal was set consistent with the Fiscal 2025 business plan we established in early 2025. The Fiscal 2025 MIP financial goals consisted of goals based on sales, operating profit, inventory turns, as well as the Pro strategic goal, all determined on a 52-week basis. Excluding the impact of the 53rd week of Fiscal 2024, the MIP targets set at the beginning of Fiscal 2025 reflected an increase in the sales goal from the prior year results, largely due to ownership of SRS for the full fiscal year, new store openings, and a positive comparable sales plan; an increase in the operating profit goal from the prior year results, largely due to ownership of SRS for the full fiscal year; and a decrease in the inventory turns goal from the prior year results largely due to inventory investments to enhance the customer experience through increased in-stock levels. To reinforce the Company’s strategic focus on Pros, the Pro strategic goal again required growth in managed account sales compared to the prior year. The LDC Committee based the payout of the MIP on achievement of these financial and strategic measures to ensure alignment with shareholder value creation and the Company’s business plan. Performance Goals. Set forth below are the MIP performance measures and weightings used for Fiscal 2025 and the threshold, target and maximum Company achievement levels for the sales, operating profit and inventory turns performance measures established by the LDC Committee for Fiscal 2025. The operating profit threshold must be met for any Fiscal 2025 MIP payout to occur. The Pro strategic goal measures the year-over-year increase in total comparable sales in the U.S. to Pros in the Home Depot Pro Managed account portfolio, which consists of accounts managed by Home Depot sales representatives and does not include managed account sales made by HD Supply, SRS (including GMS) and Construction Resources. There is no threshold or maximum performance level for the Pro strategic goal; achievement of this goal results in 100% payout with respect to this goal if the operating profit threshold is met, with no payout on the Pro strategic goal if this operating profit goal is not first achieved.

  40. Annual Cash Incentive

    | Fiscal 2025 Performance Measures (dollars in billions) | | | | | | | | | | Measure | Weighting | Threshold | % of Target Goal | % of Target Payout | Target | Maximum | % of Target Goal | % of Target Payout | | Sales | 50% | $147.56 | 90% | 50% | $163.95 | $180.35 | 110% | 200% | | Operating Profit | 30% | $19.22 | 90% | 50% | $21.35 | $23.49 | 110% | 200% | | Inventory Turns | 10% | 4.06 | 90% | 50% | 4.51 | 4.97 | 110% | 200% | | Pro Strategic Goal | 10% | n/a | n/a | n/a | Increase in managed account sales from Fiscal 2024(1) | n/a | n/a | n/a |

  41. Annual Cash Incentive

    (1)The amount of managed account sales is competitively sensitive information that we do not publicly disclose, and disclosure would cause competitive harm to the Company. In light of uncertainty in Fiscal 2025 regarding macroeconomic conditions and the persistently high interest rate environment, the Pro strategic goal was expected to be challenging but achievable with focused effort to enhance organizational alignment on our strategy to win with Pros.

  42. Annual Cash Incentive

    | 62 | The Home Depot 2026 Proxy Statement |

  43. Annual Cash Incentive

    The relative weighting among the measures was determined by the LDC Committee, with input from the CEO and the EVP-HR, to reflect the Company’s priorities for Fiscal 2025. The weighting of the sales goal was increased from 40% in the Fiscal 2024 MIP to 50% in the Fiscal 2025 MIP to more closely align the MIP structure with drivers of shareholder value creation in recent years. With this change, the weighting assigned to the operating profit goal was adjusted from 40% in the Fiscal 2024 MIP to 30% in the Fiscal 2025 MIP, which demonstrated a continued focus on profitability. The continued weighting of the inventory turns measure at 10% maintained visibility and focus on inventory management, while the weighting of the Pro strategic goal remained at 10% to drive organizational alignment on and attention to the Company’s strategy to win with Pros. Potential Adjustments. The pre-established definitions of the performance measures under the MIP provided for adjustments as follows.

  44. Annual Cash Incentive

    | Adjustment Type | Impacted Measures | Adjustment Description | Rationale | | Business Acquisitions/Dispositions | All measures | Adjust for impact of acquisitions or dispositions of any business(es) with annualized sales > $1 billion in the aggregate (except if acquired/disposed business has operating loss, then operating profit is not adjusted). | Removes the impact of acquisitions or dispositions in the year of acquisition or disposition to avoid distortion of performance measures. | | Nonrecurring Charges & Write-Offs; Discontinuance of Significant Product Line; Changes in Tax Laws, Accounting Principles or Other Laws | Sales; Operating Profit | Adjust for specified nonrecurring charges and write-offs related to the divestiture, restructuring and reorganization of Company distribution facilities, Store Support Centers, and/or stores, discontinuation of a significant product line, changes in tax or other laws or provisions, or accounting principles, in each case that impact results > $50 million in the aggregate during the fiscal year. | Encourages long-term strategic decision-making; removes effects of items outside executive control that the LDC Committee believes should not affect incentive opportunities. | | Strategic Account Transfers/Pro Sales Realignment | Pro Sales | Remove sales from managed accounts that shift between Home Depot and HD Supply, SRS (including GMS) or Construction Resources during the fiscal year in support of strategic initiatives. | Ensures changes in account management align with business strategy and do not distort measures. | | Currency Exchange Rate Fluctuations | Sales; Operating Profit; Inventory Turns | Remove impact of changes (positive or negative) in currency exchange rates for our Canada and Mexico business units or any country where the Company has annual sales > $1 billion. | Removes uncontrollable currency effects that the LDC Committee believes should not affect incentive opportunities; adjustment is not uncommon for large multinational companies. | | Catastrophic Events – Store Closures | Sales; Operating Profit | Adjust for impact of store closures required due to a pandemic or other catastrophic external event with an aggregate sales impact > $1 billion | Incentivizes appropriate crisis management; prioritizes safety of customers and associates without impacting pay opportunities. | | Catastrophic Events – Specific Expenses | Operating Profit | Adjust for specific expenses > $50 million in the aggregate that were not already included in pre-set targets and incurred solely to combat the impact of a pandemic or catastrophic event on business operations. | Incentivizes appropriate crisis management; prioritizes safety of customers and associates without impacting pay opportunities. |

  45. Annual Cash Incentive

    Payout Calculations. The payouts for achievement of the performance goals for the Fiscal 2025 MIP were based on overall Company performance for all eligible NEOs. There was no change in Fiscal 2025 to the performance payout curve for the sales, operating profit, or inventory turns measures. The threshold and maximum performance levels remained at 90% and 110% of the performance targets for each of the sales, operating profit, and inventory turns measures, respectively, and the minimum and maximum payout for achievement for each of those measures remained at 50% and 200% of target payout, respectively. The Company used interpolation to determine the specific amount of payout for each eligible NEO with respect to the achievement of financial goals between the various levels. There is no threshold or maximum performance level for the Pro strategic goal; achievement of this goal results in a 100% payout with respect to this goal (subject to achievement of the operating profit threshold discussed above), with no payout on the Pro strategic goal if this operating goal is not first achieved. The LDC Committee does not have discretion to increase the MIP payout earned by an NEO, but it may decrease the payout even if the

  46. Annual Cash Incentive

    | The Home Depot 2026 Proxy Statement | 63 |

  47. Annual Cash Incentive

    performance goals are achieved if such payout to an NEO would be inconsistent with the Company’s pay for performance philosophy. At the outset of Fiscal 2025, the annual target payout levels were set as a percentage of base salary for the NEOs as follows: 200% for the CEO, 125% for the Senior Executive Vice President, and 100% for all other Executive Vice Presidents. Fiscal 2025 MIP Results. For Fiscal 2025, for purposes of determining the achievement of MIP awards, sales were $162.81 billion, operating profit was $21.17 billion and inventory turns were 4.33 times, between the threshold level and the target level for the sales, operating profit, and inventory turns measures. The Pro strategic goal was achieved, with Fiscal 2025 managed account sales exceeding Fiscal 2024 managed account sales due to focus throughout the year on advancing Pro initiatives. Pursuant to the pre-established definition of sales under the MIP, sales were adjusted up by $307.5 million for the impact of changes in currency exchange rates in Fiscal 2025 and adjusted down by $2.18 billion due to acquisitions. Pursuant to the pre-established definition of operating profit under the MIP, operating profit was adjusted up by $44.2 million due to the impact of changes in currency exchange rates in Fiscal 2025, up by $42.4 million primarily due to transaction costs related to acquisitions and up by $192.3 million due to certain nonrecurring charges and write-offs. Pursuant to the pre-established definition of inventory turns under the MIP, inventory turns were adjusted down by 0.03 due to acquisitions. Actual sales, operating profit and inventory turns without any adjustments were $164.68 billion, $20.89 billion, and 4.36 respectively, which was above the target performance level for the sales goal and below the target level for the operating profit and inventory turns goals. No substantive adjustments were required to the Pro strategic goal. Based on performance in Fiscal 2025 against the performance goals, the following were the target and actual MIP awards for Fiscal 2025 for the NEOs employed at the end of Fiscal 2025:

  48. Annual Cash Incentive

    | | At Target Performance | | At Actual Performance | | | Name | % of Base Salary(1) | Dollar Amount | % of Target | Dollar Amount | | Edward P. Decker | 200% | $2,800,000 | 95% | $2,657,631 | | Richard V. McPhail | 100% | $978,500 | 95% | $928,747 | | Ann-Marie Campbell | 125% | $1,326,125 | 95% | $1,258,697 | | William D. Bastek | 100% | $800,000 | 95% | $759,323 | | Jordan Broggi | 100% | $740,000 | 95% | $702,374 |

  49. Annual Cash Incentive

    Mr. Padilla departed from the Company in September 2025 upon the termination by the Company of his employment without cause. Pursuant to his separation agreement with the Company, Mr. Padilla was eligible to receive a prorated portion of his Fiscal 2025 MIP award (approximately 67%) based on actual Company results for the number of months that he served in Fiscal 2025, which equated to $469,913. Mr. Siddiqui departed from the Company in May 2025 upon the termination by the Company of his employment without cause, and he did not participate in the Fiscal 2025 MIP. MIP Program Change for Fiscal 2026. Each year, the LDC Committee assesses market practices with respect to performance goal range and payout leverage, and continuing alignment within the Company’s strategic priorities, when considering the program design. When designing the Fiscal 2026 MIP, the LDC Committee noted the Company’s strategic focus on driving sales and that the performance range for the Company’s sales measures tended to be wider than the market. Accordingly, the LDC Committee determined to increase the threshold performance level for the sales measure for the Fiscal 2026 MIP from 90% to 95%. The Committee also determined to decrease the payout at the threshold performance level for the sales, operating profit and inventory turns measures from 50% to 25% of target payout. This approach seeks to increase accountability for performance and aligns with market practice.

  50. Long-Term Incentives

    Long-Term Incentives For Fiscal 2025, consistent with prior years, we awarded the NEOs annual long-term incentives consisting of 50% performance shares, 30% performance-based restricted stock, and 20% stock options. The LDC Committee maintained this mix to highlight the focus on pay for performance and alignment with shareholder interests. The LDC Committee also believed that this mix of equity components provided an appropriate mix

  51. Long-Term Incentives

    | 64 | The Home Depot 2026 Proxy Statement |

  52. Long-Term Incentives

    of mid- and long-term performance measures and retention incentive, without promoting excessive risk-taking. The total target value of the equity awards granted in March 2025 to the NEOs was determined by the LDC Committee after considering individual performance, including leadership, talent management and operational effectiveness, as well as retention risk and officer compensation at peer companies, as described under “Executive Compensation Determination Process—Benchmarking” above. For Fiscal 2025, the target equity value for Mr. Decker was 846% of his approved Fiscal 2025 base salary. For the other NEOs, the target equity value for the Fiscal 2025 equity grant ranged from 429% to 471% of their approved Fiscal 2025 base salaries. Pursuant to their separation agreements, Mr. Padilla and Mr. Siddiqui forfeited all Fiscal 2025 equity award grants except for a limited number of stock options. For additional information, see “Potential Payments Upon Termination or Change in Control—Departure of Former Executives in Fiscal 2025,” beginning on page 83. Performance Shares. Fiscal 2025-2027 Performance Shares. The performance share awards are based on two equally weighted measures: three-year average ROIC and three-year average operating profit. For the Fiscal 2025-2027 performance share awards, the Company updated its target setting methodology to better manage business volatility. Previously, the Company used a single three-year average annual target for each of ROIC and operating profit. For Fiscal 2025-2027 awards, the LDC Committee approved rates of change for each measure at the outset of the three-year performance period, with each year’s pre-established rate of change aligned with the Company’s long-term financial forecast and each year’s target determined by applying the pre-established rate of change to the prior year’s actual results. Performance is assessed annually against these targets. The average of three-year performance compared to target is then used to calculate the final payout percentages, ensuring a continued focus on a three-year performance cycle. Shares will be received following the end of the three-year performance period solely if and to the extent the performance measures are met. As a result of this change, the targets applicable to all performance periods are not yet known, and the year-over-year rates of change for the Fiscal 2025-2027 performance shares are competitively sensitive information that we do not publicly disclose, as disclosure would cause competitive harm to the Company. The performance share goals are expected to be challenging but achievable with focused effort to advance our strategy. Performance against these goals will be disclosed following completion of the performance period. The payout range of the Fiscal 2025-2027 awards is as follows:

  53. Long-Term Incentives

    | | Weight | Threshold | Target | Maximum | | Three-Year Average ROIC | 50% | 85% | 100% | 115% | | Three-Year Average Operating Profit | 50% | 85% | 100% | 115% | | Percent of Target Payout | | 50% | 100% | 200% |

  54. Long-Term Incentives

    For results between the threshold, target and maximum levels, the number of shares will be determined by interpolation. There will be no payout for results below the threshold level. Each performance measure is separately determined. ROIC for each year in the performance period is defined as operating profit, net of tax, divided by the average of beginning and ending equity and long-term debt for the relevant fiscal year. The pre-established definitions of operating profit and ROIC for the Fiscal 2025-2027 awards are determined on each fiscal year’s respective total week basis and include adjustments for acquisitions and dispositions of any business(es) during any single fiscal year with annualized sales exceeding $1 billion in the aggregate; certain nonrecurring write-offs or charges related to the divestiture, restructuring and reorganization of Company distribution facilities, Store Support Centers, and/or stores, the discontinuation of a significant product line, changes in tax laws or other laws or provisions, or accounting principles which, in each case, have an impact on reported results that exceed $50 million in the aggregate during any fiscal year; and changes in foreign exchange rates, similar to the Fiscal 2025 MIP. Also similar to the Fiscal 2025 MIP, the LDC Committee included in the pre-established definitions of operating profit and ROIC an adjustment for the impact of any store closures as a result of a pandemic or other catastrophic external event in excess of $1 billion, and for operating profit, an adjustment for expenses in excess of $50 million that were not already included in the pre-established measures for the performance period and that would not otherwise have been incurred but for a pandemic or other catastrophic external event.

  55. Long-Term Incentives

    | The Home Depot 2026 Proxy Statement | 65 |

  56. Long-Term Incentives

    Fiscal 2023-2025 Performance Share Results. The performance period for the Fiscal 2023-2025 performance share awards granted in Fiscal 2023 ended on February 1, 2026. These awards were similar to the Fiscal 2025-2027 awards, although payout at threshold performance is 25% of target payout for the Fiscal 2023-2025 awards and the Company used a single three-year average target for each of ROIC and operating profit for the Fiscal 2023-2025 awards. The Fiscal 2023-2025 awards provide for the grant of shares of our common stock at the end of the respective three-year period subject to the achievement of average ROIC and average operating profit goals over that period, as follows (dollars in billions):

  57. Long-Term Incentives

    | Fiscal 2023-2025 Performance Shares | Threshold | Target | Maximum | Actual(1) | | Three-Year Average ROIC | 33.3% | 39.2% | 45.1% | 37.4% | | Three-Year Average Operating Profit | $19.41 | $22.84 | $26.26 | $21.15 | | Percent of Target Payout | 25% | 100% | 200% | 70.1% |

  58. Long-Term Incentives

    (1) The pre-established definitions of operating profit and ROIC for the Fiscal 2023-2025 performance share awards are essentially the same as those used for the Fiscal 2025-2027 awards, although the pre-established definitions of operating profit for the Fiscal 2023-2025 awards are determined on a 52-week basis, and the pre-established definitions of operating profit and ROIC for the Fiscal 2023-2025 awards contain an adjustment for the impact of any individual acquisition or disposition of a business with annualized sales of at least $1 billion (as opposed to acquisitions and dispositions with annualized sales exceeding $1 billion in the aggregate per the pre-established definitions for the Fiscal 2025-2027 awards). Dividend equivalents accrue on each of the performance share awards (as reinvested shares) and will be paid only upon payout of the award based on the actual number of shares earned. As disclosed in the chart above, over the three-year period, the Company achieved an average operating profit of $21.15 billion and an average ROIC of 37.4%, as calculated pursuant to the terms of the awards. As a result, the NEOs employed at the end of Fiscal 2025 earned 70.1% of their Fiscal 2023-2025 awards, reflecting results above threshold and below target for both average operating profit and average ROIC. Pursuant to the pre-established definition of operating profit for the Fiscal 2023-2025 awards, operating profit was adjusted up by $1.9 million due to changes in currency exchange rates in Fiscal 2023, Fiscal 2024 and Fiscal 2025, down by $388.3 million due to acquisitions, and up by $192.3 million due to certain nonrecurring charges and write-offs. Pursuant to the pre-established definition of ROIC for the Fiscal 2023-2025 awards, ROIC was calculated as operating profit, net of tax, including the same adjustments to operating profit reflected above, divided by the average of the beginning and ending equity and long-term debt, which was adjusted down by $18.1 billion in Fiscal 2024 and down by $23.8 billion in Fiscal 2025 due to acquisitions. Average operating profit and average ROIC over the three-year period without any adjustments were $21.22 billion and 31.0%, respectively, which was below the target level but above the threshold level for average operating profit and below the threshold level for average ROIC. The NEOs employed at the end of Fiscal 2025 earned the following shares under the award, which include reinvested accrued dividends:

  59. Long-Term Incentives

    | Name(1) | Value at Date of Grant(2) (3/22/2023) | Shares Earned Upon Certification Following End of Performance Period (2/1/2026) | Value of Earned Shares at End of Performance Period(3) (2/1/2026) | | Edward P. Decker | $5,274,916 | 13,992 | $5,241,459 | | Richard V. McPhail | $1,462,224 | 3,878 | $1,452,950 | | Ann-Marie Campbell | $1,462,224 | 3,878 | $1,452,950 | | William D. Bastek | $424,763 | 1,126 | $422,069 | | Jordan Broggi | $349,871 | 928 | $347,652 |

  60. Long-Term Incentives

    (1) Pursuant to their separation agreements, Mr. Padilla and Mr. Siddiqui forfeited the Fiscal 2023-2025 awards. (2) Reflects the grant date fair value computed in accordance with FASB ASC Topic 718. (3) Reflects the value based upon the closing stock price of $374.59 on January 30, 2026, the last trading day of Fiscal 2025. Performance-Based Restricted Stock. In March 2025, we granted performance-based restricted stock awards that were forfeitable if operating profit was less than 90% of the MIP operating profit target for Fiscal 2025. Dividends on the restricted stock awards are accrued and paid only if the performance condition is met. Once the performance condition is met, cash dividends are paid on the shares of restricted stock. The performance condition was met for Fiscal 2025. As a result, the restricted stock will vest 50% on each of the 30- and 60-month anniversaries of the grant date. Stock Options. In March 2025, we granted stock options with an exercise price equal to the fair market value of our stock, which is defined as the market closing price on the date of grant. The options vest 25% on

  61. Long-Term Incentives

    | 66 | The Home Depot 2026 Proxy Statement |

  62. Long-Term Incentives

    each of the second, third, fourth and fifth anniversaries of the grant date. Option re-pricing is expressly prohibited by our Omnibus Plan without shareholder approval.

  63. MANAGEMENT OF COMPENSATION-RELATED RISK

    | Stock Ownership and Retention Guidelines | | Our stock ownership and retention guidelines require all of our executive officers to hold shares of common stock with a value equal to the specified multiples of base salary indicated below. This program assists in focusing executives on long-term success and shareholder value. Shares owned outright, whether directly or indirectly, restricted stock/restricted stock units (provided that any applicable performance goal has been satisfied), and shares acquired pursuant to the ESPP, the FutureBuilder 401(k) Plan, and the THD Restoration Plan are counted towards this requirement. Unearned performance shares and unexercised stock options are not counted toward this requirement. Newly hired or promoted executives have five years from their date of appointment to satisfy the applicable guideline. During this initial five-year period, covered executives may generally exercise stock options and sell the underlying shares but must retain 50% of net shares acquired on the vesting of all other equity awards net of tax withholding until the minimum ownership level is met. If a covered executive does not satisfy the guideline five years following appointment, the executive must retain all shares of common stock then held (net of shares withheld to pay taxes or the exercise price of options) until the applicable ownership requirement is met. The NCG Committee may authorize an exception should compliance with the guideline present a hardship. As of March 6, 2026, each NEO employed by the Company held equity valued at the following multiple of his or her base salary. Mr. Broggi has only been subject to the guidelines for approximately two years and is making progress toward meeting the guideline: |

  64. MANAGEMENT OF COMPENSATION-RELATED RISK

    | Equity Grant Procedures |

  65. MANAGEMENT OF COMPENSATION-RELATED RISK

    Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Company-wide annual equity grants are made on a predetermined schedule. Annual equity grants to the NEOs and other members of senior leadership are approved at the LDC Committee meeting (or Board meeting, in the case of the CEO) typically held in late February but are awarded effective as of the date of the regularly scheduled March meeting of the LDC Committee, which is generally scheduled at least a year in advance and is several weeks after the approval. Annual equity grants to other eligible associates are also awarded effective as of the regularly scheduled March meeting of the LDC Committee. Throughout the year, equity awards are made to new hires, promoted associates, and, in some circumstances, for retention purposes or as a reward for exceptional performance. In each of these cases, the grant date for these mid-year awards is the date of the next regularly-scheduled quarterly LDC Committee meeting. The exercise price of each of our stock option grants is the market closing price on the effective grant date. In Fiscal 2025, the LDC Committee (or our Board, in the case of the CEO) did not take into account material nonpublic information when determining the timing and terms of equity award grants, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  66. SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS The employment arrangements for our NEOs do not entitle them to severance payments upon employment termination. We also do not have any change in control agreements with our executives. Our standard form of equity award agreement provides for accelerated vesting if the associate is terminated without cause within 12 months following a change in control, and our Omnibus Plan incorporates this “double-trigger” change in control provision into the plan for awards issued after May 2022. There are no outstanding associate equity awards that vest solely upon a change in control. Mr. Padilla served as our Executive Vice President – U.S. Stores and Operations until September 12, 2025, and Mr. Siddiqui served as our Executive Vice President and Chief Information Officer until May 29, 2025. Each of Mr. Padilla and Mr. Siddiqui entered into a separation agreement with the Company in connection with the termination by the Company of his employment without cause. These separation agreements, including the covenants with which these NEOs must comply to receive the benefits under the agreements, are described in more detail below under “Potential Payments Upon Termination or Change in Control—Departure of Former Executives in Fiscal 2025” beginning on page 83.

  67. SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    | The Home Depot 2026 Proxy Statement | 69 |

  68. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation during the last three fiscal years paid to or earned by (1) our CEO; (2) our CFO; (3) the three other most highly compensated executive officers who were serving as executive officers as of the end of Fiscal 2025; and (4) two individuals who would have been among the Company’s three most highly compensated executive officers, other than the CEO and CFO, but for the fact that such individuals were no longer serving as executive officers at the end of Fiscal 2025 (collectively referred to as NEOs).

  69. SUMMARY COMPENSATION TABLE

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | Name, Principal Position and Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) (3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) (5) | Total ($) | | Edward P. Decker Chair, President and Chief Executive Officer | | | | | | | | | | 2025 | 1,400,000 | — | 9,612,251 | 2,369,917 | 2,657,631 | — | 151,328 | 16,191,127 | | 2024 | 1,426,923 | — | 9,043,035 | 2,199,952 | 2,743,532 | — | 161,237 | 15,574,678 | | 2023 | 1,400,000 | — | 8,543,529 | 2,109,958 | 2,290,880 | — | 74,885 | 14,419,252 | | Richard V. McPhail Executive Vice President and Chief Financial Officer | | | | | | | | | | 2025 | 971,923 | — | 3,414,074 | 839,919 | 928,747 | — | 69,633 | 6,224,296 | | 2024 | 959,223 | — | 2,675,709 | 639,993 | 930,841 | — | 27,763 | 5,233,530 | | 2023 | 903,692 | — | 2,415,890 | 584,955 | 745,190 | — | 25,628 | 4,675,355 | | Ann-Marie Campbell Senior Executive Vice President | | | | | | | | | | 2025 | 1,053,769 | — | 4,068,387 | 999,921 | 1,258,697 | — | 71,826 | 7,452,600 | | 2024 | 1,042,885 | — | 3,324,193 | 799,991 | 1,261,535 | — | 22,985 | 6,451,589 | | 2023 | 940,829 | — | 2,543,245 | 709,939 | 852,262 | — | 23,165 | 5,069,440 | | William D. Bastek Executive Vice President – Merchandising | | | | | | | | | | 2025 | 788,462 | — | 3,040,388 | 749,941 | 759,323 | — | 45,667 | 5,383,781 | | 2024 | 741,346 | — | 2,254,515 | 549,988 | 734,875 | — | 45,808 | 4,326,533 | | Jordan Broggi Executive Vice President – Customer Experience and President – Online | | | | | | | | | | 2025 | 730,769 | — | 2,594,206 | 639,916 | 702,374 | — | 48,865 | 4,716,130 | | Hector A. Padilla Former Executive Vice President – U.S. Stores and Operations(6) | | | | | | | | | | 2025 | 452,012 | — | 3,552,594 | 1,536,448 | 469,913 | — | 407,409 | 6,418,376 | | Fahim Siddiqui Former Executive Vice President and Chief Information Officer(6) | | | | | | | | | | 2025 | 228,227 | — | 3,654,747 | 1,171,799 | — | — | 585,667 | 5,640,440 |

  70. SUMMARY COMPENSATION TABLE

    (1)The amount of salary actually received in any year may differ from the annual base salary amount due to the timing of payroll periods and the timing of changes in base salary, which typically occur in April or following a mid-year promotion. In addition, Fiscal 2025 and Fiscal 2023 contained 52 weeks, compared to 53 weeks in Fiscal 2024, so Fiscal 2024 salary amounts reflect one additional week of pay. (2)The amounts in the “Stock Awards” and “Option Awards” columns do not represent amounts the NEOs received or are entitled to receive. Rather, amounts set forth in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of awards granted in Fiscal 2025, Fiscal 2024 and Fiscal 2023 computed in accordance with FASB ASC Topic 718, and, for Mr. Padilla and Mr. Siddiqui for Fiscal 2025, also include the incremental fair value related to the modification of certain stock and option awards pursuant to their separation agreements computed in accordance with FASB ASC Topic 718, as discussed further in footnote 6 below. The assumptions made in the valuation of option awards granted in Fiscal 2025 are set forth in Note 9 to the Company’s consolidated financial statements included in the 2025 Form 10-K. The valuation of performance-based restricted stock, performance share awards, and share equivalents under the THD Restoration Plan, each granted in Fiscal 2025, is based on the closing stock price on the grant date. Pursuant to their separation agreements with the Company, Mr. Padilla and Mr. Siddiqui forfeited all Fiscal 2025 equity award grants, except with respect to certain stock options, as discussed further in footnote 6 below. (3)Amounts for Fiscal 2025 include the grant date fair value of performance share and performance-based restricted stock awards granted to the NEOs during Fiscal 2025, plus the value of share equivalents under the THD Restoration Plan in Fiscal 2025, as set forth in the table below. Mr. Padilla and Mr. Siddiqui forfeited these performance share and performance-based restricted stock awards at the time their employment with the Company terminated.

  71. SUMMARY COMPENSATION TABLE

    | 70 | The Home Depot 2026 Proxy Statement |

  72. SUMMARY COMPENSATION TABLE

    | Name | Grant Date Fair Value for Performance Shares Based on Probable Outcome(a) ($) | Grant Date Fair Value for Performance-Based Restricted Stock Based on Probable Outcome(a) ($) | Value of Share Equivalents Under THD Restoration Plan ($) | Grant Date Value of Performance Shares Assuming Maximum Performance(b) ($) | | Edward P. Decker | 5,924,809 | 3,554,668 | 132,774 | 11,849,618 | | Richard V. McPhail | 2,099,992 | 1,259,850 | 54,232 | 4,199,984 | | Ann-Marie Campbell | 2,499,783 | 1,499,942 | 68,661 | 4,999,567 | | William D. Bastek | 1,874,747 | 1,124,776 | 40,865 | 3,749,494 | | Jordan Broggi | 1,599,890 | 959,645 | 34,671 | 3,199,781 | | Hector A. Padilla | 1,314,894 | 788,719 | — | 2,629,788 | | Fahim Siddiqui | 1,629,947 | 977,751 | — | 3,259,894 |

  73. SUMMARY COMPENSATION TABLE

    (a)The grant date fair value of the performance shares reflected in this column of the table is computed based upon the probable outcome of the performance goals as of the grant date, in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the performance-based restricted stock, this value is the same as the value calculated assuming the maximum level of performance under the awards. (b)The grant date fair value of the performance share awards reflected in this column assumes that the maximum level of the performance goals will be achieved. (4)Incremental cost of perquisites is based on actual cost to the Company. The incremental cost of personal use of Company aircraft is based on the average direct cost of use per hour, which includes fuel, maintenance, crew travel and lodging expense, catering, landing and parking fees, and engine restoration cost. No incremental cost for personal use of the Company aircraft was attributed to an NEO where the plane was already traveling to the destination for business reasons, and beginning in Fiscal 2025, no incremental cost for personal use of the Company aircraft was attributed to NEOs for deadhead flights. Since our aircraft are used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as crew salaries, depreciation, hangar rent and insurance. In addition to the incremental cost of personal aircraft use reported in the “All Other Compensation” column and in footnote 5 below, we impute taxable income to the NEOs for any personal aircraft use in accordance with Internal Revenue Service regulations. We do not provide tax reimbursements, or “gross-ups,” on these amounts to executive officers. (5)The following table identifies perquisites and personal benefits for Mr. Decker for Fiscal 2025 that are required to be quantified under SEC rules. These consist of personal aircraft use, matching contributions to charitable organizations on behalf of Mr. Decker, and matching contributions made by the Company under the FutureBuilder 401(k) Plan.

  74. SUMMARY COMPENSATION TABLE

    | Name | Personal Use of Airplane ($) | Matching Charitable Contributions ($) | FutureBuilder 401(k) Plan Company Match ($) | | Edward P. Decker | 76,924 | 39,999 | 10,821 |

  75. SUMMARY COMPENSATION TABLE

    The following table identifies matching contributions to charitable organizations on behalf of the other NEOs and matching contributions made to the other NEOs by the Company under the FutureBuilder 401(k) Plan in Fiscal 2025.

  76. SUMMARY COMPENSATION TABLE

    | Name | Matching Charitable Contributions ($) | FutureBuilder 401(k) Plan Company Match ($) | | Richard V. McPhail | 30,000 | 12,327 | | Ann-Marie Campbell | 45,000 | 12,333 | | William D. Bastek | 3,200 | 7,612 | | Jordan Broggi | 21,500 | 10,389 | | Hector A. Padilla | 5,000 | 9,906 | | Fahim Siddiqui | 29,992 | 5,612 |

  77. SUMMARY COMPENSATION TABLE

    For Ms. Campbell, Fiscal 2025 matching charitable contributions in the table above reflect matches related to certain charitable contributions made by Ms. Campbell during Fiscal 2024 and Fiscal 2025 because the related match dates both fell within Fiscal 2025. Other perquisites and personal benefits for the NEOs for Fiscal 2025 were long-term disability insurance premiums; the annual cost of premiums for the insurance policies underlying the death-benefit-only program for Mr. Decker, Mr. McPhail and Ms. Campbell; personal aircraft use for Mr. McPhail; de minimis gifts associated with certain corporate events; transportation costs to a corporate event for Mr. McPhail and Mr. Broggi; amounts related to personal security for Mr. Decker and Mr. McPhail; cybersecurity and digital privacy protection services for Mr. Decker; and tickets to certain entertainment events for Mr. Bastek ($28,937), Mr. Broggi, Ms. Campbell, Mr. McPhail, and Mr. Padilla. We do not provide tax gross-ups on any perquisites or personal benefits. The amount in the “All Other Compensation” column for Mr. Padilla also includes amounts pursuant to Mr. Padilla’s separation agreement, including $247,543 in aggregate separation payments, which were paid ratably on a monthly basis, a lump sum cash payment of $133,000 related to the forfeiture of certain restricted stock awards, $5,000 in outplacement services, and $4,000 to partially offset healthcare costs. The amount in the “All Other Compensation” column for Mr. Siddiqui also includes amounts pursuant to Mr. Siddiqui’s separation agreement, including $493,333 in aggregate separation payments, which were paid ratably on a monthly basis, a lump sum cash payment of $52,000 related to the forfeiture of certain restricted stock awards, and $3,600 to partially offset healthcare costs. These separation agreements are described in more detail below under “Potential Payments Upon Termination or Change in Control—Departure of Former Executives in Fiscal 2025” beginning on page 83.

  78. SUMMARY COMPENSATION TABLE

    | The Home Depot 2026 Proxy Statement | 71 |

  79. SUMMARY COMPENSATION TABLE

    (6)Mr. Padilla served as Executive Vice President – U.S. Stores and Operations until September 12, 2025, and Mr. Siddiqui served as Executive Vice President and Chief Information Officer until May 29, 2025. In connection with the termination by the Company of their employment without cause, Mr. Padilla and Mr. Siddiqui entered into separation agreements with the Company, as described in more detail below under “Potential Payments Upon Termination or Change in Control—Departure of Former Executives in Fiscal 2025” beginning on page 83. Pursuant to his separation agreement, Mr. Padilla was eligible to receive a prorated portion of his Fiscal 2025 MIP award based on actual Company performance for the number of months he served during Fiscal 2025, as disclosed in the “Non-Equity Incentive Plan” column. Both Mr. Padilla and Mr. Siddiqui forfeited all Fiscal 2025 equity award grants except with respect to a limited number of stock options. Under the terms of the separation agreements, as of their respective separation dates, the vesting of certain stock options, the substantial majority of which were granted in prior years, was accelerated and certain restricted stock awards granted in prior years were modified so that they were no longer subject to risk of forfeiture. The modified restricted stock awards remain subject to transfer restrictions for a period of time. The incremental fair values of the restricted share and stock option awards resulting from these modifications are included in the “Stock Awards” and “Option Awards” columns, respectively, as further described in footnote 2 above. The table below sets forth additional information about these modifications:

  80. SUMMARY COMPENSATION TABLE

    | Type of Award | Number of Shares Subject to Modification (#) | Incremental Fair Value Due to Modification ($) | | Hector A. Padilla | | | | Restricted Shares | 3,428 | 1,448,981 | | Stock Options | 9,357 | 1,010,529 | | Fahim Siddiqui | | | | Restricted Shares | 2,843 | 1,047,048 | | Stock Options | 6,951 | 519,873 |

  81. SUMMARY COMPENSATION TABLE

    In accordance with SEC rules, the fair value of the Fiscal 2025 equity awards forfeited by Mr. Padilla and Mr. Siddiqui is reflected in the Summary Compensation Table, notwithstanding their forfeiture. Accordingly, the value of their equity compensation reflected in the Summary Compensation Table is significantly greater than the value that they received.

  82. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth the plan-based awards granted to the NEOs pursuant to Company plans (and, for Mr. Padilla and Mr. Siddiqui, plan-based awards modified) during Fiscal 2025. As previously noted, all equity awards granted to Mr. Padilla and Mr. Siddiqui during Fiscal 2025, except with respect to a limited number of stock options, were forfeited as of their respective separation dates.

  83. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | FISCAL 2025 GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | | | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Under-lying Options (#) | Exer-cise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date(1)(3) | Approval Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Edward P. Decker | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 4,090 | 16,361 | 32,722 | — | — | — | 5,924,809 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 9,816 | — | — | — | — | 3,554,668 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 25,654 | 362.13 | 2,369,917 | | MIP(2) | 2/26/2025 | 2/26/2025 | 420,000 | 2,800,000 | 5,320,000 | — | — | — | — | — | — | — | | Richard V. McPhail | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 1,449 | 5,799 | 11,598 | — | — | — | 2,099,992 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 3,479 | — | — | — | — | 1,259,850 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 9,092 | 362.13 | 839,919 | | MIP(2) | 2/26/2025 | 2/26/2025 | 146,775 | 978,500 | 1,859,150 | — | — | — | — | — | — | — | | Ann-Marie Campbell | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 1,725 | 6,903 | 13,806 | — | — | — | 2,499,783 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 4,142 | — | — | — | — | 1,499,942 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 10,824 | 362.13 | 999,921 | | MIP(2) | 2/26/2025 | 2/26/2025 | 198,919 | 1,326,125 | 2,519,638 | — | — | — | — | — | — | — | | William D. Bastek | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 1,294 | 5,177 | 10,354 | — | — | — | 1,874,747 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 3,106 | — | — | — | — | 1,124,776 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 8,118 | 362.13 | 749,941 | | MIP(2) | 2/26/2025 | 2/26/2025 | 120,000 | 800,000 | 1,520,000 | — | — | — | — | — | — | — | | Jordan Broggi | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 1,104 | 4,418 | 8,836 | — | — | — | 1,599,890 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 2,650 | — | — | — | — | 959,645 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 6,927 | 362.13 | 639,916 | | MIP(2) | 2/26/2025 | 2/26/2025 | 111,000 | 740,000 | 1,406,000 | — | — | — | — | — | — | — | | Hector A. Padilla | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 907 | 3,631 | 7,262 | — | — | — | 1,314,894 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 2,178 | — | — | — | — | 788,719 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 5,693 | 362.13 | 525,919 | | MIP(2) | 2/26/2025 | 2/26/2025 | 111,395 | 742,630 | 1,410,997 | — | — | — | — | — | — | — | | Modified Awards(5) | 9/12/2025 | 9/12/2025 | — | — | — | — | — | — | 3,428 | 9,357 | — | 2,459,510 | | Fahim Siddiqui | | | | | | | | | | | | | | Performance Shares | 3/26/2025 | 2/26/2025 | — | — | — | 1,125 | 4,501 | 9,002 | — | — | — | 1,629,947 | | PBRS Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | 2,700 | — | — | — | — | 977,751 | | Stock Option Grant | 3/26/2025 | 2/26/2025 | — | — | — | — | — | — | — | 7,057 | 362.13 | 651,926 | | Modified Awards(5) | 5/29/2025 | 5/29/2025 | — | — | — | — | — | — | 2,843 | 6,951 | — | 1,566,921 |

  84. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    (1)All awards were granted under the Omnibus Plan other than MIP awards. (2)Ultimate payouts under the Fiscal 2025 MIP are based on achievement of pre-established performance goals, as described in the Compensation Discussion and Analysis. The amount in the “Threshold” column for the Fiscal 2025 MIP reflects the minimum possible payout based upon assumed achievement of the threshold performance levels, as discussed below under “Terms of Plan-Based Awards Granted to NEOs for Fiscal 2025—Fiscal 2025 MIP.” For discussion of the threshold, target and maximum performance levels, see discussion under “Annual Cash Incentive—Performance Goals” starting on page 62 in the Compensation Discussion and Analysis above. Pursuant to Mr. Padilla’s separation agreement with the Company, Mr. Padilla was eligible to receive a prorated

  85. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | The Home Depot 2026 Proxy Statement | 73 |

  86. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    portion of his Fiscal 2025 MIP award based on actual Company results for the number of months he served during Fiscal 2025, as disclosed in the “Non-Equity Incentive Plan” column of the Summary Compensation Table. (3)Annual equity awards under the Omnibus Plan were approved at the February 26, 2025 meeting of the LDC Committee (and on February 27, 2025, by the independent Board members for Mr. Decker) but were granted as of March 26, 2025. See discussion under “—Management of Compensation-Related Risk—Equity Grant Procedures” on page 69 in the Compensation Discussion and Analysis above. (4)The amounts do not represent amounts the NEOs received or are entitled to receive. Rather, amounts represent the grant date fair value of awards granted in Fiscal 2025 computed in accordance with FASB ASC Topic 718 and, for Mr. Padilla and Mr. Siddiqui, as described in footnote 5 below. The assumptions made in the valuation of the option awards granted in Fiscal 2025 are set forth in Note 9 to the Company’s consolidated financial statements as filed with the SEC in the 2025 Form 10-K. The valuation of restricted stock and performance share awards granted in Fiscal 2025 is based on the closing stock price on the grant date. (5)Amounts for Mr. Padilla and Mr. Siddiqui represent the incremental fair value of certain restricted stock and stock option awards resulting from award modifications pursuant to separation agreement terms, as discussed in more detail in footnote 6 to the Summary Compensation Table.

  87. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | 74 | The Home Depot 2026 Proxy Statement |

  88. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth information regarding outstanding equity awards as of the end of Fiscal 2025 granted to the NEOs.

  89. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Edward P. Decker | 3/22/2017 | 19,350 | — | 147.36 | 3/21/2027 | — | — | — | — | | | 3/21/2018 | 13,660 | — | 178.02 | 3/20/2028 | — | — | — | — | | | 3/27/2019 | 16,308 | — | 189.25 | 3/26/2029 | — | — | — | — | | | 3/25/2020 | 12,338 | — | 181.76 | 3/24/2030 | — | — | — | — | | | 11/19/2020 | 4,960 | — | 270.93 | 11/18/2030 | — | — | — | — | | | 3/24/2021 | 11,841 | 3,948 | 292.75 | 3/23/2031 | 1,266 | 474,231 | — | — | | | 3/23/2022 | 14,868 | 14,869 | 317.05 | 3/22/2032 | 2,649 | 992,289 | — | — | | | 3/22/2023 | 8,041 | 24,123 | 282.61 | 3/21/2033 | 3,074 | 1,151,490 | 13,992 | 5,241,459 | | | 3/20/2024 | — | 22,976 | 384.41 | 3/19/2034 | 5,115 | 1,916,028 | 29,863 | 11,186,464 | | | 3/26/2025 | — | 25,654 | 362.13 | 3/25/2035 | 9,816 | 3,676,975 | 16,667 | 6,243,465 | | Richard V. McPhail | 3/22/2017 | 5,989 | — | 147.36 | 3/21/2027 | — | — | — | — | | | 3/21/2018 | 4,036 | — | 178.02 | 3/20/2028 | — | — | — | — | | | 3/27/2019 | 4,818 | — | 189.25 | 3/26/2029 | — | — | — | — | | | 11/21/2019 | 7,282 | — | 218.54 | 11/20/2029 | — | — | — | — | | | 3/25/2020 | 11,217 | — | 181.76 | 3/24/2030 | — | — | — | — | | | 11/19/2020 | 4,960 | — | 270.93 | 11/18/2030 | — | — | — | — | | | 3/24/2021 | 5,920 | 1,974 | 292.75 | 3/23/2031 | 1,153 | 431,902 | — | — | | | 3/23/2022 | 4,008 | 4,009 | 317.05 | 3/22/2032 | 1,301 | 487,342 | — | — | | | 3/22/2023 | 2,229 | 6,688 | 282.61 | 3/21/2033 | 1,552 | 581,364 | 3,878 | 1,452,950 | | | 3/20/2024 | — | 6,684 | 384.41 | 3/19/2034 | 2,497 | 935,351 | 8,687 | 3,254,216 | | | 3/26/2025 | — | 9,092 | 362.13 | 3/25/2035 | 3,479 | 1,303,199 | 5,908 | 2,212,937 | | Ann-Marie Campbell | 3/25/2020 | 12,338 | — | 181.76 | 3/24/2030 | — | — | — | — | | | 11/19/2020 | 4,960 | — | 270.93 | 11/18/2030 | — | — | — | — | | | 3/24/2021 | 7,236 | 2,413 | 292.75 | 3/23/2031 | 778 | 291,431 | — | — | | | 3/23/2022 | 4,081 | 4,082 | 317.05 | 3/22/2032 | 732 | 274,200 | — | — | | | 3/22/2023 | 2,229 | 6,688 | 282.61 | 3/21/2033 | 858 | 321,398 | 3,878 | 1,452,950 | | | 11/16/2023 | 416 | 1,250 | 306.44 | 11/15/2033 | 224 | 83,908 | — | — | | | 3/20/2024 | — | 8,355 | 384.41 | 3/19/2034 | 1,724 | 645,793 | 10,858 | 4,067,379 | | | 3/26/2025 | — | 10,824 | 362.13 | 3/25/2035 | 4,142 | 1,551,552 | 7,032 | 2,634,230 | | William D. Bastek | 3/21/2018 | 1,645 | — | 178.02 | 3/20/2028 | — | — | — | — | | | 2/27/2019 | 4,716 | — | 183.67 | 2/26/2029 | — | — | — | — | | | 3/27/2019 | 4,077 | — | 189.25 | 3/26/2029 | — | — | — | — | | | 3/25/2020 | 3,645 | — | 181.76 | 3/24/2030 | — | — | — | — | | | 3/24/2021 | 1,842 | 614 | 292.75 | 3/23/2031 | 359 | 134,478 | — | — | | | 3/23/2022 | 1,020 | 1,020 | 317.05 | 3/22/2032 | 331 | 123,989 | — | — | | | 8/18/2022 | 805 | 806 | 325.21 | 8/17/2032 | 192 | 71,921 | — | — | | | 3/22/2023 | 1,600 | 4,802 | 282.61 | 3/21/2033 | 893 | 334,509 | 1,126 | 422,069 | | | 3/20/2024 | — | 5,744 | 384.41 | 3/19/2034 | 2,146 | 803,870 | 7,464 | 2,796,030 | | | 3/26/2025 | — | 8,118 | 362.13 | 3/25/2035 | 3,106 | 1,163,477 | 5,274 | 1,975,577 |

  90. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | The Home Depot 2026 Proxy Statement | 77 |

  91. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Jordan Broggi | 3/27/2019 | 464 | — | 189.25 | 3/26/2029 | — | — | — | — | | | 3/25/2020 | 701 | — | 181.76 | 3/24/2030 | — | — | — | — | | | 11/19/2020 | 1,240 | — | 270.93 | 11/18/2030 | — | — | — | — | | | 3/24/2021 | 964 | 483 | 292.75 | 3/23/2031 | 282 | 105,634 | — | — | | | 3/23/2022 | 874 | 875 | 317.05 | 3/22/2032 | 284 | 106,384 | — | — | | | 3/22/2023 | 533 | 1,601 | 282.61 | 3/21/2033 | 372 | 139,347 | 928 | 347,652 | | | 3/20/2024 | — | 1,566 | 384.41 | 3/19/2034 | 585 | 219,135 | 2,035 | 762,340 | | | 8/15/2024 | — | 2,871 | 360.07 | 8/14/2034 | 694 | 259,965 | — | — | | | 3/26/2025 | — | 6,927 | 362.13 | 3/25/2035 | 2,650 | 992,664 | 4,501 | 1,685,938 | | Hector A. Padilla | 3/21/2018 | 3,073 | — | 178.02 | 9/12/2026 | — | — | — | — | | | 3/27/2019 | 4,294 | — | 189.25 | 9/12/2026 | — | — | — | — | | | 3/25/2020 | 3,505 | — | 181.76 | 9/12/2026 | — | — | — | — | | | 3/24/2021 | 2,137 | — | 292.75 | 9/12/2026 | — | — | — | — | | | 5/19/2021 | 3,952 | — | 314.45 | 9/12/2026 | — | — | — | — | | | 3/23/2022 | 4,689 | — | 317.05 | 9/12/2026 | — | — | — | — | | | 3/22/2023 | 4,114 | — | 282.61 | 9/12/2026 | — | — | — | — | | | 11/16/2023 | 391 | — | 306.44 | 9/12/2026 | — | — | — | — | | | 3/20/2024 | 1,887 | — | 384.41 | 9/12/2026 | — | — | — | — | | | 3/26/2025 | 911 | — | 362.13 | 9/12/2026 | — | — | — | — | | Fahim Siddiqui | 3/20/2024 | 1,569 | — | 384.41 | 5/29/2026 | — | — | — | — | | | 3/26/2025 | 376 | — | 362.13 | 5/29/2026 | — | — | — | — |

  92. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)Unless indicated otherwise, stock options for each NEO vest 25% on the second, third, fourth and fifth anniversaries of the grant date. (2)Unless indicated otherwise, restricted stock awards vest 50% on each of the 30-month and 60-month anniversaries of the grant date. The reported value of the restricted stock awards is based on the $374.59 closing stock price on January 30, 2026, the last trading day of Fiscal 2025. (3)The NEOs’ performance share awards are earned upon the completion of the three-year performance periods ending February 1, 2026, January 31, 2027, and January 30, 2028, based on achievement of pre-established average ROIC and operating profit goals, as described above in the Compensation Discussion and Analysis under “—Elements of Our Compensation Programs—Long-Term Incentives—Performance Shares” on page 65 and under “Terms of Plan-Based Awards Granted to NEOs for Fiscal 2025—Performance Shares” on page 75. The awards are paid out, if at all, following certification by the LDC Committee of the achievement of the goals after completion of the applicable performance period. For the Fiscal 2023-2025 award, the shares reported are the actual amounts earned based on the performance level met over the performance period, as certified by the LDC Committee on February 26, 2026, and include dividend equivalents accrued on the award. For the Fiscal 2024-2026 award and the Fiscal 2025-2027 award, the reported number of shares includes dividend equivalents accrued through February 1, 2026. The reported number of shares also assumes achievement of the maximum level of performance for the Fiscal 2024-2026 award and achievement of the target level of performance for the Fiscal 2025-2027 award, each in accordance with SEC requirements. The reported value of the performance share awards is based on the closing stock price on January 30, 2026, the last trading day of Fiscal 2025.

  93. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | 78 | The Home Depot 2026 Proxy Statement |

  94. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

    OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025 The following table sets forth the options exercised and the shares of restricted stock and performance shares that vested for the NEOs during Fiscal 2025.

  95. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

    | OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Edward P. Decker | 32,897 | 8,786,562 | 18,706(2) | 7,045,380 | | Richard V. McPhail | 3,369 | 921,219 | 4,854 | 1,854,093 | | Ann-Marie Campbell | — | — | 8,538(2) | 3,123,521 | | William D. Bastek | 6,086 | 1,694,351 | 1,923 | 730,099 | | Jordan Broggi | — | — | 1,067(2) | 405,820 | | Hector A. Padilla | — | — | 2,824(3) | 1,136,992 | | Fahim Siddiqui | 19,434 | 3,229,389 | 2,134(3) | 788,794 |

  96. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

    (1)The value realized on vesting is based on the Company’s closing price on the applicable vesting date. (2)For Mr. Decker, includes 3,469 shares withheld to pay taxes on restricted stock grants that became non-forfeitable on February 26, 2025, as well as 6,500 shares from vesting of the final tranche of restricted stock grants awarded in 2004 and 2005. For Ms. Campbell, includes 4,400 shares withheld to pay taxes on restricted stock grants that became non-forfeitable when Ms. Campbell became retirement eligible. The shares acquired on grants that became non-forfeitable remain restricted until the applicable time-based vesting dates are reached. (3)For Mr. Padilla, includes 1,530 shares withheld to pay taxes on restricted stock grants that became non-forfeitable as of his separation date, as discussed in more detail in footnote 6 to the Summary Compensation Table. For Mr. Siddiqui, includes 1,275 shares withheld to pay taxes on restricted stock grants that became non-forfeitable as of his separation date, as discussed in more detail in footnote 6 to the Summary Compensation Table. The shares acquired on grants that became non-forfeitable remain restricted until the applicable time-based vesting dates are reached.

  97. OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2025

    | The Home Depot 2026 Proxy Statement | 79 |

  98. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025 The following table sets forth information regarding the participation of the NEOs in the Company’s nonqualified deferred compensation plans for Fiscal 2025.

  99. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    | NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025 | | | | | | | | Executive Contributions in Last FY ($)(3) | Registrant Contributions in Last FY ($)(4) | Aggregate Earnings in Last FY ($)(5) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(6) | | Name | | | | | | | Edward P. Decker | | | | | | | THD Restoration Plan(1) | N/A | 132,774 | (261,721) | — | 3,728,272 | | Deferred Compensation Plan for Officers(2) | — | — | 168,587 | — | 1,449,199 | | Richard V. McPhail | | | | | | | THD Restoration Plan(1) | N/A | 54,232 | (108,949) | — | 1,550,967 | | Ann-Marie Campbell | | | | | | | THD Restoration Plan(1) | N/A | 68,661 | (169,849) | — | 2,402,033 | | William D. Bastek | | | | | | | THD Restoration Plan(1) | N/A | 40,865 | (27,160) | — | 413,993 | | Jordan Broggi | | | | | | | THD Restoration Plan(1) | N/A | 34,671 | (12,118) | — | 201,141 | | Hector A. Padilla | | | | | | | THD Restoration Plan(1) | N/A | — | (41,426) | — | 569,107 | | Deferred Compensation Plan for Officers(2) | 271,248 | — | 326,444 | — | 2,395,288 | | Fahim Siddiqui | | | | | | | THD Restoration Plan(1) | N/A | — | (6,945) | (121,748) | — | | Deferred Compensation Plan for Officers(2) | — | — | 150,816 | (1,307,745) | — |

  100. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    (1)The THD Restoration Plan, an unfunded, nonqualified deferred compensation plan, provides management-level associates with a benefit equal to the matching contributions that they would have received under the Company’s FutureBuilder 401(k) Plan if certain Internal Revenue Code limitations were not in place. On January 31 of each year, the plan makes an allocation to participant accounts in an amount equal to the participant’s eligible earnings (generally, salary plus annual cash incentive award) during the prior calendar year minus the Internal Revenue Code limit for tax-qualified plans ($350,000 for 2025) multiplied by the current Company match level of 3.5%. This amount is then converted to units representing shares of the Company’s common stock. Stock units credited to a participant’s account are also credited with dividend equivalents at the same time, and in the same amount, as dividends are paid to shareholders. Participant account balances vest at the same time their account in the Company’s tax-qualified FutureBuilder 401(k) Plan vests, which provides for 100% vesting after three years of service. A participant’s vested account balance is payable in shares of common stock on retirement or other employment termination. In-service withdrawals are not permitted. (2)The Deferred Compensation Plan for Officers is an unfunded, nonqualified deferred compensation plan that allows officers to defer payment of up to 50% of base salary and up to 100% of annual cash incentive compensation until retirement or other employment termination. The Company makes no contributions to the Deferred Compensation Plan for Officers. Participants may also elect an in-service distribution during a designated calendar year or over a period of not more than ten years, or upon a change in control of the Company. Participants may make a separate election for distributions in a lump sum or installments for terminations (or one year following retirement) on or after age 60 or in the event of disability. If termination occurs prior to age 60, distribution is made in a lump sum the following January unless subject to a delay. Participants direct the manner in which their account balances are deemed invested among an array of investment funds, and notional earnings are credited to participant accounts based on fund returns. Accounts are 100% vested at all times. Mr. Padilla was subject to a six-month payment delay under Section 409A of the Internal Revenue Code following his separation from service and therefore received his distribution under the Deferred Compensation Plan for Officers following the end of Fiscal 2025. (3)Executive contributions represent deferral of base salary and incentive awards under the MIP during Fiscal 2025, which amounts are also disclosed in the Fiscal 2025 “Salary” column and the Fiscal 2024 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The THD Restoration Plan is non-elective, and participants cannot make contributions to it. (4)All Company contributions to the THD Restoration Plan are included as compensation in the “Stock Awards” column of the Summary Compensation Table. The Company does not make contributions to the Deferred Compensation Plan for Officers. (5)THD Restoration Plan earnings represent the change in the value of the underlying Company stock during Fiscal 2025 plus dividend equivalents that are credited at the same rate, and at the same time, that dividends are paid to all shareholders. Deferred Compensation Plan for Officers earnings represent notional returns on participant-selected investments. (6)For the THD Restoration Plan, amounts in the aggregate balance for Mr. Decker, Mr. McPhail, Ms. Campbell, and Mr. Bastek of $687,741, $327,597, $367,836, and $130,828, respectively, were previously reported in the Summary Compensation Table.

  101. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2025

    | 80 | The Home Depot 2026 Proxy Statement |

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  103. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,” and certain financial performance of the Company. CAP does not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable years and does not necessarily reflect how the LDC Committee evaluated compensation decisions in light of Company performance. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 54.

  104. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for CEO ($)(1) | | Compensation Actually Paid to CEO ($)(2) | | Average Summary Compen- sation Table Total for Non-CEO NEOs ($)(3) | Average Compen- sation Actually Paid to Non-CEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($)(7) (in billions) | Operating Profit ($)(8) (in billions) | | | CEO | Former CEO | CEO | Former CEO | | | TSR ($)(5) | Peer Group TSR ($)(6) | | | | 2025 | 16,191,127 | — | 12,120,694 | — | 5,972,604 | 2,357,866 | 156.3 | 164.1 | 14.16 | 21.17 | | 2024 | 15,574,678 | — | 20,017,546 | — | 4,782,536 | 6,355,234 | 203.8 | 227.9 | 14.81 | 21.42 | | 2023 | 14,419,252 | — | 18,272,399 | — | 4,540,911 | 4,391,001 | 171.6 | 165.2 | 15.14 | 21.65 | | 2022 | 14,619,789 | 9,020,862 | 7,501,985 | (2,905,659) | 4,390,720 | 953,780 | 148.8 | 124.0 | 17.11 | 24.09 | | 2021 | — | 13,059,751 | — | 51,702,946 | 5,568,673 | 18,194,527 | 168.0 | 149.7 | 16.43 | 22.92 |

  105. PAY VERSUS PERFORMANCE

    (1)Mr. Decker served as our CEO for Fiscal 2025, Fiscal 2024 and Fiscal 2023; Mr. Decker and Craig Menear each served for a period of time as our CEO for Fiscal 2022; and Mr. Menear was our CEO for Fiscal 2021. The dollar amounts reported in column (b) are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for our CEO and former CEO for the corresponding years in which each served as our CEO. As discussed in the Summary Compensation Table, Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table, so Fiscal 2024 includes one additional week of pay. (2)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table (or “SCT”) total compensation for Fiscal 2025 to determine the CAP for Fiscal 2025:

  106. PAY VERSUS PERFORMANCE

    | CEO SCT Total to CAP Reconciliation | | | | | | Year | Reported Summary Compensation Table Total for CEO ($) | Deductions from SCT Total ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to CEO (as defined by SEC rule) ($) | | 2025 | 16,191,127 | (11,982,167) | 7,911,734 | 12,120,694 |

  107. PAY VERSUS PERFORMANCE

    (a)Represents the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Fiscal 2025. (b)The equity award adjustments for Fiscal 2025 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in Fiscal 2025 that are outstanding and unvested as of the end of Fiscal 2025; (ii) the amount of change as of the end of Fiscal 2025 (from the end of Fiscal 2024) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of Fiscal 2025; (iii) for awards that are granted in Fiscal 2025 and vest in Fiscal 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in Fiscal 2025, the amount equal to the change as of the vesting date (from the end of Fiscal 2024) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during Fiscal 2025, a deduction for the amount equal to the fair value at the end of Fiscal 2024; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in Fiscal 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for Fiscal 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments detailed in the table below.

  108. PAY VERSUS PERFORMANCE

    | 86 | The Home Depot 2026 Proxy Statement |

  109. PAY VERSUS PERFORMANCE

    | CEO Equity Component of CAP | | | | | | | | | Year | Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over- Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-Over- Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair-Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 11,899,934 | (2,640,159) | 132,774 | (1,926,432) | — | 445,619 | 7,911,734 |

  110. PAY VERSUS PERFORMANCE

    (3)The dollar amounts reported in column (d) represent the average of the amounts reported for our non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) For Fiscal 2025, Mr. McPhail, Ms. Campbell, Mr. Bastek, Mr. Broggi, Mr. Padilla, and Mr. Siddiqui; (ii) for Fiscal 2024, Mr. McPhail, Mr. Bastek, Ms. Campbell, Teresa Wynn Roseborough, and Matt Carey; (iii) for Fiscal 2023, Mr. McPhail, Ms. Campbell, Mr. Carey, Jeffrey Kinnaird, and Ms. Roseborough; (iv) for Fiscal 2022, Mr. McPhail, Ms. Campbell, Mr. Carey, and Mr. Kinnaird; and (v) for Fiscal 2021, Mr. Decker, Mr. McPhail, Ms. Campbell, and Mr. Carey. (4)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these NEOs as a group for each year to determine the CAP, using the same methodology described above in footnote 2.

  111. PAY VERSUS PERFORMANCE

    | Average Other NEOs SCT Total to CAP Reconciliation | | | | | | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | Average Reported Summary Compensation Table Value of Equity Awards ($) | Average Equity Award Adjustments ($)(a) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2025 | 5,972,604 | (4,377,056) | 762,319 | 2,357,866 |

  112. PAY VERSUS PERFORMANCE

    (a)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are detailed in the table below.

  113. PAY VERSUS PERFORMANCE

    | Average Other NEOs Equity Component of CAP | | | | | | | | | Year | Average Year-End Fair Value of Unvested Equity Awards Granted in the Year ($) | Year-Over- Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-Over- Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2025 | 2,702,866 | (450,221) | 47,030 | (542,032) | (1,089,921) | 94,596 | 762,319 |

  114. PAY VERSUS PERFORMANCE

    (5)Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. (6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Discretionary Distribution & Retail Index, which we refer to as the S&P 500 Retail Index. (7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table. (8)Operating profit is defined as the Company’s net sales less the sum of the cost of sales, selling, general and administrative expense, and depreciation and amortization expense, subject to adjustments as more fully described under “—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” and “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2025 MIP Results” in our Compensation Discussion and Analysis above. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.

  115. PAY VERSUS PERFORMANCE

    | The Home Depot 2026 Proxy Statement | 87 |

  116. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables indicating the relationships between the measures below and CAP as presented in the Pay Versus Performance table, as well as the relationship between cumulative TSR of the Company and cumulative TSR of the peer group.

  117. Pay Versus Performance Relationship Disclosures

    | 88 | The Home Depot 2026 Proxy Statement |

  118. CEO PAY RATIO

    CEO PAY RATIO Compensation at all levels of the Company is aligned with our philosophy of taking care of our associates and motivating them to deliver a superior customer experience. Non-management associates (full- and part-time) participate in our Success Sharing bonus program, which provides semi-annual cash awards for performance against our business plan, including sales plan and productivity goals. In addition, non-management associates are eligible to earn awards for superior performance and customer service at the individual, store, facility, and district levels. Due to the performance of our non-management associates in Fiscal 2025, 100% of our eligible stores received Success Sharing in each of the first and second halves of Fiscal 2025. This resulted in Success Sharing bonus payments to our non-management associates of approximately $288.4 million for Fiscal 2025. In addition, we established a merit increase budget for our hourly and salaried associates of 3.0% in Fiscal 2025 and, as noted above in the Executive Summary of the Compensation Discussion and Analysis on page 55, we made a significant investment in our people by increasing equity awards to field leadership, including store and assistant store managers, in Fiscal 2025. We also continued our practice of making matching contributions under the FutureBuilder 401(k) Plan. We also provided a variety

  119. CEO PAY RATIO

    | The Home Depot 2026 Proxy Statement | 89 |

  120. CEO PAY RATIO

    of recognition and teambuilding awards to recognize and reward top-performing associates and support morale. In accordance with SEC rules, the following ratio compares the annual total compensation of our median-paid (or middle) associate (the “median-paid associate”) for Fiscal 2025 with the annual total compensation of Edward P. Decker, our CEO. The pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (the “pay ratio rule”). •The annual total compensation of our median-paid associate, other than our CEO, was $37,881. Our median-paid associate for Fiscal 2025 was an hourly employee in the U.S. •The annual total compensation of our CEO for Fiscal 2025 was $16,191,127, as reported in the Summary Compensation Table on page 70. •Based on this information, for Fiscal 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of our median-paid associate was 427 to 1. For purposes of the above disclosure, we are generally required to identify our median-paid associate based upon our total workforce, without regard to their location, compensation arrangements or full-time, part-time or seasonal status. To identify the median-paid associate, we used the following methodology, material assumptions, adjustments, and estimates: •We determined our median-paid associate as of December 31, 2025, which was within the last three months of Fiscal 2025, as required by the pay ratio rule. •At the end of Fiscal 2025, we employed a total of approximately 472,400 associates, of which approximately 422,500 were employed in the U.S. and approximately 49,900 were employed outside of the U.S. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, all of our associates in each of Mexico (approximately 17,800), China (272), India (91), Vietnam (28), Italy (1), Poland (1), Taiwan (1), and Türkiye (1), which in total are approximately 18,200 associates, or 3.9% of our total associates. We also excluded 5,560 individuals that became associates as a result of the GMS acquisition in Fiscal 2025 in accordance with an exemption under the pay ratio rule for acquisitions completed in the relevant fiscal year. •For Fiscal 2025, we identified our median-paid associate using W-2 payroll data (or the equivalent for our Canadian associates), rounded to the nearest dollar, for all associates included in the calculation. In Fiscal 2025, as we have done in prior years, we annualized pay for newly hired associates and associates on leave. We pay our Canadian associates in Canadian Dollars. For the purposes of this calculation, their pay was converted into U.S. Dollars using the exchange rate in effect on December 31, 2025. For Fiscal 2025, we had several full-year associates with the same dollar amount of W-2 compensation. Therefore, for each such associate we determined the associate’s annual total compensation for Fiscal 2025, which ended February 1, 2026, and then identified the median-paid associate from that group based on the annual total compensation measure. This amount, consistent with the compensation of our CEO, includes incentive compensation earned in Fiscal 2025 and paid in March 2026.

  121. CEO PAY RATIO

    | 90 | The Home Depot 2026 Proxy Statement |

  122. EQUITY COMPENSATION PLAN INFORMATION

    | DIRECTOR COMPENSATION | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | All Other Compensation ($)(4) | Total ($) | | Gerard J. Arpey | 55,000 | 244,941 | 15,000 | 314,941 | | Ari Bousbib | 75,000 | 244,941 | 5,000 | 324,941 | | Jeffery H. Boyd | 75,000 | 244,941 | 5,000 | 324,941 | | Gregory D. Brenneman | 135,000 | 244,941 | 10,000 | 389,941 | | J. Frank Brown | 80,000 | 244,941 | 5,000 | 329,941 | | Wayne M. Hewett | 75,000 | 244,941 | 15,000 | 334,941 | | Manuel Kadre | 55,000 | 244,941 | 15,000 | 314,941 | | Stephanie C. Linnartz | 55,000 | 244,941 | 15,000 | 314,941 | | Paula A. Santilli | 55,000 | 244,941 | — | 299,941 | | Caryn Seidman-Becker | 55,000 | 244,941 | 10,000 | 309,941 | | Asha Sharma | 55,000 | 244,941 | — | 299,941 |