HOME DEPOT, INC. 10-K

Item 9A. Controls and Procedures. DISCLOSURE CONTROLS AND PROCEDURES We maintain disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 2, 2025 based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of February 2, 2025 in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Management excluded SRS, which was acquired on June 18, 2024, from our assessment of internal control over financial reporting as of February 2, 2025. SRS represents approximately 7% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 4% of the Company’s consolidated net sales as of and for the year ended February 2, 2025. This exclusion is in accordance with the SEC staff's general guidance that an assessment of an acquired business may be omitted from the scope of management's assessment for one year following the acquisition. See Note 13 to our consolidated financial statements for further discussion of the SRS acquisition. The effectiveness of our internal control over financial reporting as of February 2, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the transformation continues. Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended February 2, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Fiscal 2024 Form 10-K 72 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors The Home Depot, Inc.: Opinion on Internal Control Over Financial Reporting We have audited The Home Depot, Inc. and its subsidiaries' (the Company) internal control over financial reporting as of February 2, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 2, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 2, 2025 and January 28, 2024, the related consolidated statements of earnings, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 2, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated March 20, 2025 expressed an unqualified opinion on those consolidated financial statements. The Company acquired SRS Distribution Inc. (SRS) during fiscal 2024 and management excluded SRS from its assessment of the effectiveness of the Company’s internal control over financial reporting as of February 2, 2025. SRS represents approximately 7% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 4% of the Company’s consolidated net sales as of and for the fiscal year ended February 2, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of SRS. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Atlanta, Georgia March 20, 2025 Fiscal 2024 Form 10-K 73 Table of Contents Item 9B. Other Information. During the fiscal quarter ended February 2, 2025, no director or executive officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of the SEC’s Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item, other than the information regarding the executive officers set forth below, is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “Executive Compensation,” “General,” and “Audit Committee Report” in our Proxy Statement for the 2025 Annual Meeting of Shareholders (“Proxy Statement”). Executive officers are appointed by, and serve at the pleasure of, the Board. Our executive officers are as follows: WILLIAM D. BASTEK, age 58, has been Executive Vice President – Merchandising, since March 2023. From January 2019 to March 2023, Mr. Bastek served as Senior Vice President of Merchandising, Hardlines for the Company, responsible for merchandising and marketing strategies for hardware and garden. Prior to that role, he was Merchandising Vice President for hardware and tools from December 2013 to January 2019. Mr. Bastek began his career in 1989 at HD Supply, formerly known as Maintenance Warehouse, which was originally acquired by the Company in 1997. Mr. Bastek has served in various roles of increasing responsibility, including Global Product Merchant, Senior Merchant, Divisional Merchandise Manager and Merchandising Vice President for building materials. JORDAN BROGGI, age 41, has been Executive Vice President – Customer Experience and President – Online since June 2024. He served as Senior Vice President and President – Online from May 2022 to June 2024. From October 2020 through May 2022, he served as Senior Vice President, Finance and from October 2016 to October 2020, he served as Vice President, Finance. Mr. Broggi joined the Company in 2013 and has held roles of increasing responsibility in merchandising finance, supply chain finance, financial planning and analysis and strategic business development. Prior to joining the Company, he held various positions in finance and strategy with LexisNexis, Bain & Company, and General Motors. ANN-MARIE CAMPBELL, age 59, has been Senior Executive Vice President since November 2023. From October 2020 to October 2023, she served as Executive Vice President – U.S. Stores and International Operations, from February 2016 to October 2020, she served as Executive Vice President – U.S. Stores, from January 2009 to February 2016, she served as Division President of the Southern Division, and from December 2005 to January 2009, she served as Vice President – Vendor Services. Ms. Campbell began her career with The Home Depot in 1985 as a cashier and has held roles of increasing responsibility, including vice president roles in the Company’s operations, merchandising, and marketing departments. JOHN DEATON, age 51, has been Executive Vice President – Supply Chain & Product Development since November 2021. From April 2021 to October 2021, he served as Senior Vice President – Operations; from May 2017 to April 2021, he served as Senior Vice President – Supply Chain; from July 2011 to April 2017, he served as Senior Vice President – Brand and Product Development; and from April 2007 to June 2011, he served as Vice President – Supply Chain. EDWARD P. DECKER, age 62, has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022. He served as our President and Chief Operating Officer from October 2020 through February 2022. From August 2014 to October 2020, he served as Executive Vice President – Merchandising, and 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 serving 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 Corp. and Scott Paper Co., both of which are consumer products companies. Fiscal 2024 Form 10-K 74 Table of Contents TIMOTHY A. HOURIGAN, age 68, has been Executive Vice President – Human Resources since June 2017 and has announced plans to retire in June 2025. From February 2016 through June 2017, he served as Division President of the Southern Division. Prior to his role as Division President, Mr. Hourigan served in various human resources roles with the Company, including Vice President – Human Resources, U.S. Stores and Operations from September 2013 to February 2016; Vice President – Compensation and Benefits from February 2007 to September 2013; and Vice President – Human Resources from July 2002 to February 2007. RICHARD V. McPHAIL, age 54, has been Executive Vice President and Chief Financial Officer since September 2019. From August 2017 through August 2019, he served as Senior Vice President, Finance Control and Administration of the Company, and was responsible for financial planning and analysis, enterprise financial reporting and operations, commercial financial services, treasury, tax, and international financial operations. From August 2014 to September 2017, he served as Senior Vice President, Finance, with responsibility for U.S. Retail finance, strategic and financial planning, and business development activity. Mr. McPhail served as Senior Vice President, Global FP&A, Strategy, and New Business Development, from March 2013 to August 2014. Mr. McPhail joined the Company in 2005 and served in roles of increasing responsibility in finance, strategy and business development from May 2005 to March 2013. Prior to joining the Company, Mr. McPhail served as executive vice president of corporate finance for Marconi Corporation plc in London, England. Prior to Marconi, Mr. McPhail held positions with Wachovia Securities and Arthur Andersen. HECTOR PADILLA, age 50, has been Executive Vice President – U.S. Stores and Operations since November 2023. He previously served as Executive Vice President – Outside Sales & Services from May 2021 to October 2023, Division President of the Southern Division from June 2017 to May 2021, and Senior Vice President – Operations from November 2014 to June 2017. Mr. Padilla began his career with The Home Depot in 1994 as a store associate and has held roles of increasing responsibility since he joined the Company, serving in various management roles with oversight of field operations and services. TERESA WYNN ROSEBOROUGH, age 66, has been Executive Vice President, General Counsel and Corporate Secretary since November 2011. From April 2006 through November 2011, Ms. Roseborough served in several legal positions with MetLife, Inc., a provider of insurance and other financial services, including Senior Chief Counsel – Compliance & Litigation and as Deputy General Counsel. Prior to joining MetLife, Ms. Roseborough was a partner with the law firm Sutherland Asbill & Brennan LLP from February 1996 through March 2006 and a Deputy Assistant Attorney General in the Office of Legal Counsel of the United States Department of Justice from January 1994 through February 1996. Ms. Roseborough serves as a director of Hartford Insurance Group, Inc. (formerly known as The Hartford Financial Services Group, Inc.), an investment and insurance company. MICHAEL ROWE, age 57, currently serves as Executive Vice President - Pro. He previously served as President of The Home Depot Canada from October 2020 to February 2025. From November 2016 to October 2020, he served as Vice President of Online, Marketing and Contractor Services for The Home Depot Canada, where he was responsible for marketing, advertising, e-commerce, installation services, contractor services, and strategy. Mr. Rowe joined The Home Depot in 2006, serving in various roles for The Home Depot Canada, including Chief Financial Officer, Vice President of Finance and Contractor Services, Procurement and Strategic Business Development. Prior to joining the Company, Mr. Rowe held positions of increasing responsibility at Maple Leaf Foods, Reckitt Benckiser and Procter & Gamble. FAHIM SIDDIQUI, age 58, has been Executive Vice President and Chief Information Officer since April 2022. He previously served as Senior Vice President of Information Technology from December 2018 to April 2022. Before joining The Home Depot, Mr. Siddiqui served as Senior Vice President and Chief Information Officer – eCommerce and Digital at Staples Inc. from May 2017 through November 2018. Prior to that role, he served in various technology, product and engineering leadership roles in the retail, energy and telecom sectors. Item 11. Executive Compensation. The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” and “Leadership Development and Compensation Committee Report” in our Proxy Statement; provided that the section entitled “Executive Compensation – Pay Versus Performance” in our Proxy Statement is not incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item is incorporated by reference to the sections entitled “Beneficial Ownership of Common Stock” and “Executive Compensation – Equity Compensation Plan Information” in our Proxy Statement. Fiscal 2024 Form 10-K 75 Table of Contents Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item is incorporated by reference to the section entitled “Corporate Governance” in our Proxy Statement. Item 14. Principal Accountant Fees and Services. The information required by this item is incorporated by reference to the section entitled “Independent Registered Public Accounting Firm’s Fees” in our Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules. The following documents are filed as part of this report: 1. Financial Statements The following financial statements are set forth in Item 8 hereof: • Report of Independent Registered Public Accounting Firm ( KPMG LLP , Atlanta, GA , Auditor Firm ID: 185 ); • Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024; • Consolidated Statements of Earnings for fiscal 2024, fiscal 2023, and fiscal 2022; • Consolidated Statements of Comprehensive Income for fiscal 2024, fiscal 2023, and fiscal 2022; • Consolidated Statements of Stockholders’ Equity for fiscal 2024, fiscal 2023, and fiscal 2022; • Consolidated Statements of Cash Flows for fiscal 2024, fiscal 2023, and fiscal 2022; and • Notes to Consolidated Financial Statements. 2. Financial Statement Schedules All schedules are omitted, as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes. 3. Exhibits Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 1-8207. Our Registration Statements have the file numbers noted wherever such statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to shareholders without charge upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, via the internet at http://ir.homedepot.com, or by calling Investor Relations at (770) 384-2871. The Company is not filing any instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the SEC upon request. Exhibit Description Reference 2.1 ** Agreement and Plan of Merger, dated as of March 27, 2024 by and among The Home Depot, Inc., Star Acquisition Merger Sub Inc., Shingle Acquisition Holdings, Inc. and Shingle Acquisition, LP Form 10-Q for the fiscal quarter ended April 28, 2024, Exhibit 2.1 3.1 Amended and Restated Certificate of Incorporation of The Home Depot, Inc. Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1 3.2 By-Laws of The Home Depot, Inc. (Amended and Restated Effective February 23, 2023) Form 8-K filed February 28, 2023, Exhibit 3.2 4.1 Indenture, dated as of May 4, 2005, between The Home Depot, Inc. and The Bank of New York Mellon Trust Company, N.A. (fka The Bank of New York Trust Company, N.A.), as Trustee Form S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1 4.2 Indenture, dated as of August 24, 2012, between The Home Depot, Inc. and Deutsche Bank Trust Company Americas, as Trustee Form S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3 Fiscal 2024 Form 10-K 76 Table of Contents Exhibit Description Reference 4.3 Description of Securities Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33 10.1 ** 364-Day Revolving Credit Facility Agreement dated as of May 7, 2024 by and among The Home Depot, Inc., the banks party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent Form 10-Q for the fiscal quarter ended July 28, 2024, Exhibit 10.1 10.2 † The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan Form 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1 10.3 † Form of Executive Employment Death Benefit Agreement Form 10-K for the fiscal year ended February 3, 2013, Exhibit 10.2 10.4 † The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008) Form 8-K filed August 20, 2007, Exhibit 10.1 10.5 † Amendment No. 1 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008) Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.4 10.6 † Amendment No. 2 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008) Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.5 10.7 † The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1 10.8 † The Home Depot FutureBuilder Restoration Plan Form 8-K filed August 20, 2007, Exhibit 10.2 10.9 † Amendment No.1 to The Home Depot FutureBuilder Restoration Plan Form 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8 10.10 † The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan Form 8-K filed August 20, 2007, Exhibit 10.3 10.11 † The Home Depot Amended and Restated Management Incentive Plan (effective January 31, 2022) Form 8-K filed May 24, 2022, Exhibit 10.1 10.12 † The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2012 Form 10-Q for the fiscal quarter ended April 29, 2012, Exhibit 10.1 10.13 † Form of Executive Officer Restricted Stock Award Pursuant to The Home Depot, Inc. 1997 Omnibus Stock Incentive Plan Form 10-Q for the fiscal quarter ended October 31, 2004, Exhibit 10.1 10.14 † Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan Form 8-K filed November 15, 2007, Exhibit 10.1 10.15 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 8, 2016, Exhibit 10.1 10.16 † Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan Form 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21 10.17 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed February 28, 2018, Exhibit 10.3 10.18 † Form of Executive Officer Equity Award Agreement (Performance-Based Restricted Stock) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 4, 2019, Exhibit 10.2 Fiscal 2024 Form 10-K 77 Table of Contents Exhibit Description Reference 10.19 † Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 4, 2019, Exhibit 10.3 10.20 † Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 2, 2020, Exhibit 10.1 10.21 † Form of Executive Officer Restricted Stock and Stock Option Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.4 10.22 † Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive Plan Form 8-K filed March 1, 2021, Exhibit 10.1 10.23 † 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 May 24, 2022, Exhibit 10.2 10.24 † 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 May 24, 2022, Exhibit 10.3 10.25 † 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 February 28, 2023, Exhibit 10.1 10.26 † 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 February 28, 2023, Exhibit 10.2 10.27 † Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 Form 8-K filed May 24, 2022, Exhibit 10.4 10.28 † Employment Arrangement between Edward P. Decker and The Home Depot, Inc., dated February 24, 2022 Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1 10.29 † Employment Arrangement between Richard V. McPhail and The Home Depot, Inc., dated October 1, 2020 Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1 10.30 † * E mployment Arrangement between Will iam D. Bastek and The Home Depot, Inc. , dated March 14, 2023 10.31 † Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023 Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1 10.32 † Employment Arrangement between Matthew A. Carey and The Home Depot, Inc., dated April 19, 2022 Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.3 10.33 † Employment Arrangement between Teresa Wynn Roseborough and The Home Depot, Inc., dated September 28, 2011 Form 10-K for the fiscal year ended January 28, 2024, Exhibit 10.37 Fiscal 2024 Form 10-K 78 Table of Contents Exhibit Description Reference 19.1 * Insider Trading Policy 21 * List of Subsidiaries of the Company 23 * Consent 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 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 Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ‡ Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 The Home Depot, Inc. Executive Compensation Clawback Policy Form 10-K for the fiscal year ended January 28, 2024, Exhibit 97 101.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 * XBRL Taxonomy Extension Schema Document 101.CAL * XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF * XBRL Taxonomy Extension Definition Linkbase Document 101.LAB * XBRL Taxonomy Extension Label Linkbase Document 101.PRE * 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 * Filed herewith ‡ Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC ’ s Regulation S-K ** Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The registrant will provide a copy of such omitted documents to the SEC upon request. Item 16. Form 10-K Summary. None. Fiscal 2024 Form 10-K 79 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ E DWARD P. D ECKER Edward P. Decker, Chair, President and Chief Executive Officer Date: March 20, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 20, 2025. Signature Title /s/ E DWARD P. D ECKER Chair, President and Chief Executive Officer (Principal Executive Officer) Edward P. Decker /s/ R ICHARD V. M C P HAIL Executive Vice President and Chief Financial Officer (Principal Financial Officer) Richard V. McPhail /s/ K IMBERLY R. S CARDINO Senior Vice President — Finance, Chief Accounting Officer and Controller (Principal Accounting Officer) Kimberly R. Scardino /s/ G ERARD J. A RPEY Director Gerard J. Arpey /s/ A RI B OUSBIB Director Ari Bousbib /s/ J EFFERY H. B OYD Director Jeffery H. Boyd /s/ G REGORY D. B RENNEMAN Director Gregory D. Brenneman /s/ J. F RANK B ROWN Director J. Frank Brown /s/ W AYNE M. H EWETT Director Wayne M. Hewett /s/ M ANUEL K ADRE Director Manuel Kadre /s/ S TEPHANIE C . L INNARTZ Director Stephanie C. Linnartz /s/ P AULA A. S ANTILLI Director Paula A. Santilli /s/ C ARYN S EIDMAN- B ECKER Director Caryn Seidman-Becker Fiscal 2024 Form 10-K 80