HOME DEPOT, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. ISSUER PURCHASES OF EQUITY SECURITIES 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) Average Price Paid Per Share (1)(3) Total Number of Shares Purchased as Part of Publicly Announced Program (2) Dollar Value of Shares that May Yet Be Purchased Under the Program (2)(3) January 30, 2023 – February 26, 2023 761,056 $ 297.20 752,155 $ 12,261,016,857 February 27, 2023 – March 26, 2023 5,036,836 290.08 4,886,377 10,842,617,132 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 ————— (1) These amounts include repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022, and our 1997 Omnibus Stock Incentive Plan (collectively, the “Plans”). Under the Plans, participants may surrender shares as payment of applicable tax withholding on the vesting of restricted stock. Participants in the Plans may also exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Shares so surrendered by participants in the Plans are repurchased pursuant to the terms of the Plans and applicable award agreement and not pursuant to publicly announced share repurchase programs. (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. The August 2022 authorization does not have a prescribed expiration date. (3) Excludes excise taxes incurred on share repurchases. SALES OF UNREGISTERED SECURITIES 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. 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. 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. 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. Fiscal Q1 2023 Form 10-Q 19 Table of Contents Item 6. Exhibits. 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. All other exhibits are filed or furnished herewith. Exhibit Description 3.1 * Amended and Restated Certificate of Incorporation of The Home Depot, Inc. [Form 10-Q filed on September 1, 2011, Exhibit 3.1] 3.2 * By-Laws of The Home Depot, Inc. ( As Amended and Restated Effective February 2 3 , 20 23 ) [Form 8-K filed on February 28, 2023, Exhibit 3.2] 10.1 *† Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 [Form 8-K filed on February 28, 2023, Exhibit 10.1] 10.2 *† Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 [Form 8-K filed on February 28, 2023, Exhibit 10.2] 10.3 † Separation Agreement between Jeffery G. Kinnaird and The Home Depot, Inc., dated April 17, 2023 15.1 Acknowledgement of Independent Registered Public Accounting Firm 31.1 Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a) 31.2 Certification of the Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) 32.1 Certification of the Chair, President and Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of the Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ————— † Management contract or compensatory plan or arrangement Fiscal Q1 2023 Form 10-Q 20 Table of Contents SIGNATURES 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. THE HOME DEPOT, INC. (Registrant) By: /s/ EDWARD P. DECKER Edward P. Decker, Chair, President and Chief Executive Officer (Principal Executive Officer) /s/ RICHARD V. MCPHAIL Richard V. McPhail, Executive Vice President and Chief Financial Officer (Principal Financial Officer) /s/ STEPHEN L. GIBBS Stephen L. Gibbs, Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) Date: May 22, 2023 Fiscal Q1 2023 Form 10-Q 21