1 unchanged sentence
ISSUER PURCHASES OF EQUITY SECURITIES
−Removed: The following table presents the number and average price of shares purchased in each fiscal month of the third quarter of fiscal 2022:
+Added: The following table presents the number and average price of shares purchased in each fiscal month of the first quarter of fiscal 2023:
Period Total Number of Shares Purchased (1)
2 unchanged sentences
Dollar Value of Shares that May Yet Be Purchased Under the Program (2)(3)
−Removed: August 1, 2022 – August 28, 2022 1,006,934 $ 311.63 1,002,575 $ 14,906,250,890
−Removed: August 29, 2022 – September 25, 2022 1,042,671 285.15 1,041,201 14,609,360,775
−Removed: September 26, 2022 – October 30, 2022 2,192,077 282.02 2,179,438 13,994,589,035
+Added: January 30, 2023 – February 26, 2023 761,056 $ 297.20 752,155 $ 12,261,016,857
+Added: February 27, 2023 – March 26, 2023 5,036,836 290.08 4,886,377 10,842,617,132
+Added: March 27, 2023 – April 30, 2023 4,806,516 292.16 4,643,569 9,484,220,818
10,604,408 291.53 10,282,101
4 unchanged sentences
(2) On August 18, 2022, our Board of Directors approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $20.0 billion, which was approved on May 20, 2021.
−Removed: This new authorization does not have a prescribed expiration date.
+Added: The August 2022 authorization does not have a prescribed expiration date.
+Added: (3) Excludes excise taxes incurred on share repurchases.
SALES OF UNREGISTERED SECURITIES
−Removed: During the third quarter of fiscal 2022, we issued 579 deferred stock units under The Home Depot, Inc.
+Added: During the first quarter of fiscal 2023, we issued 617 deferred stock units under The Home Depot, Inc.
Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC’s Regulation D thereunder.
−Removed: The deferred stock units were credited during the third quarter of fiscal 2022 to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash.
−Removed: The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.
−Removed: During the third quarter of fiscal 2022, we credited 1,108 deferred stock units to participant accounts under the Restoration Plan pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.
+Added: The deferred stock units were credited during the first quarter of fiscal 2023 to the accounts of those non-employee directors who elected to receive all or a portion of board retainers in the form of deferred stock units instead of cash.
The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in this plan.
+Added: During the first quarter of fiscal 2023, we credited 12,845 deferred stock units to participant accounts under the Restoration Plans pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans.
+Added: The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in these plans.
+Added: Fiscal Q1 2023 Form 10-Q 19
Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the SEC, as indicated by the references in brackets.
4 unchanged sentences
By-Laws of The Home Depot, Inc.
−Removed: (Amended and Restated Effective February 28, 2019)
−Removed: [Form 8-K filed on March 4, 2019, Exhibit 3.2]
−Removed: * Form of 4.000% Note due September 15, 2025
−Removed: [Form 8-K filed on September 19, 2022, Exhibit 4.2]
−Removed: * Form of 4.500% Note due September 15, 2032
−Removed: [Form 8-K filed on September 19, 2022, Exhibit 4.3]
−Removed: * Form of 4.950% Note due September 15, 2052
−Removed: [Form 8-K filed on September 19, 2022, Exhibit 4.4]
+Added: ( As Amended and Restated Effective February 2 3 , 20 23 )
+Added: [Form 8-K filed on February 28, 2023, Exhibit 3.2]
+Added: Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.
+Added: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
+Added: [Form 8-K filed on February 28, 2023, Exhibit 10.1]
+Added: Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.
+Added: Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022
+Added: [Form 8-K filed on February 28, 2023, Exhibit 10.2]
+Added: Separation Agreement between Jeffery G.
+Added: Kinnaird and The Home Depot, Inc., dated April 17, 2023
Acknowledgement of Independent Registered Public Accounting Firm
10 unchanged sentences
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
+Added: † Management contract or compensatory plan or arrangement
+Added: Fiscal Q1 2023 Form 10-Q 20
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
6 unchanged sentences
Gibbs, Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
−Removed: November 21, 2022
+Added: Fiscal Q1 2023 Form 10-Q 21
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.