What changed in this filing

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Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-21 · 47 added, 59 removed, 267 unchanged (28% of the section changed)

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Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of February 1, 2026 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.

Management excluded GMS, which was acquired on September 4, 2025, from our assessment of internal control over financial reporting as of February 1, 2026.

GMS represents approximately 3% of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately 1% of the Company’s consolidated net sales as of and for the year ended February 1, 2026.

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 of the effectiveness of internal control over financial reporting for one year following the acquisition.

See Note 13 to our consolidated financial statements for further discussion of the GMS acquisition.

The effectiveness of our internal control over financial reporting as of February 1, 2026 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2026, 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.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of SRS.

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 1, 2026 and February 2, 2025, 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 1, 2026, and the related notes (collectively, the consolidated financial statements), and our report dated March 18, 2026 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired GMS Inc.

(GMS) during fiscal 2025, and management excluded GMS from its assessment of the effectiveness of the Company’s internal control over financial reporting as of February 1, 2026.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of GMS.

Basis for Opinion

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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.

During the fiscal quarter ended February 1, 2026, no director or executive officer (as defined in the rules under Section 16 of the Exchange Act) 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 Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Prior to joining the Company, he held various positions in finance and strategy with LexisNexis, Bain & Company, and General Motors.

ANGELA BROWN, age 50, has been Executive Vice President and Chief Information Officer since May 2025.

Since starting her career with the Company in 1998 as an associate systems engineer, she has held roles of increasing responsibility in the technology organization.

She most recently served as Senior Vice President of Information Technology from May 2022 to May 2025, where she and her team were responsible for developing technology solutions for merchandising, online, customer, marketing, Pro and supply chain functions.

From 2017 to May 2022, she served as Vice President, Information Services.

ANN-MARIE CAMPBELL, age 60, has been Senior Executive Vice President since November 2023.

Campbell began her career with the Company in 1985 as a cashier and has held roles of increasing responsibility during her tenure.

From October 2020 to October 2023, she served as Executive Vice President – U.S.

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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.

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 52, has been Executive Vice President – Supply Chain & Product Development since November 2021.

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and from April 2007 to June 2011, he served as Vice President – Supply Chain.

Fiscal 2025 Form 10-K

DECKER, age 63, has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022.

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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.

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.

Decker joined the Company 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.

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and Scott Paper Co., both of which are consumer products companies.

Fiscal 2024 Form 10-K

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.

McPHAIL, age 55, has been Executive Vice President and Chief Financial Officer since September 2019.

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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.

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 67, has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

8 unchanged sentences

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.

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.

Rowe joined the Company 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.

STEPHANIE SMITH, age 49, has served as Executive Vice President – Human Resources since June 2025.

She previously served as Executive Vice President supporting the Human Resources function from February 2025 to June 2025.

Smith joined the Company in 2003 in store operations and has held roles of increasing responsibility in store operations, merchandising operations and supply chain since that time.

She served as Senior Vice President of Supply Chain from May 2019 to February 2025.

In that role, she was responsible for inventory management, transportation, delivery, and supply chain analytics functions across all customer-selling channels, including store, online and Pro.

Prior to joining the Company, Ms.

Smith was a consultant with Ernst & Young, LLP.

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.

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” “Leadership Development and Compensation Committee Report,” and “CEO Pay Ratio” in our Proxy Statement.

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.

The information required by this item is incorporated by reference to the sections entitled “Beneficial Ownership of Common Stock” and “Equity Compensation Plan Information” in our Proxy Statement.

Fiscal 2025 Form 10-K

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• Report of Independent Registered Public Accounting Firm ( KPMG LLP , Atlanta, GA , Auditor Firm ID:

• Consolidated Balance Sheets as of February 2, 2025 and January 28, 2024;

• Consolidated Balance Sheets as of February 1, 2026 and February 2, 2025;

• Consolidated Statements of Earnings for fiscal 2025, fiscal 2024, and fiscal 2023;

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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

(As Amended and Restated Effective November 20, 2025)

Form 8-K filed November 24, 2025, Exhibit 3.2

4.1 Indenture, dated as of May 4, 2005, between The Home Depot, Inc.

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Form 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33

** 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

† The Home Depot, Inc.

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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

† Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc.

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Form 8-K filed February 28, 2018, Exhibit 10.3

† 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

Exhibit Description Reference

† Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc.

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Form 8-K filed March 1, 2021, Exhibit 10.1

Fiscal 2025 Form 10-K

Exhibit Description Reference

† Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc.

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Form 8-K filed May 24, 2022, Exhibit 10.4

† Form of Executive Officer Equity Award Agreement ( Performance Shares, Per forma nce-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 10-Q for the fiscal quarter ended May 4, 2025, Exhibit 10.1

† Employment Arrangement between Edward P.

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Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1

E mployment Arrangement between Will iam D.

Bastek and The Home Depot, Inc.

, dated March 14, 2023

Employment Arrangement between William D.

Bastek and The Home Depot, Inc., dated March 14, 2023

Form 10-K for the fiscal year ended February 2, 2025, Exhibit 10.30

† 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

† 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

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

Exhibit Description Reference

Employment Arrangement between Jordan Broggi and The Home Depot, Inc., dated May 28, 2024

S eparation Agreement and Release between Fa him Siddiqui and The Home Depot, Inc.

dated May 30, 2025

Separation Agreement and Release between Hector Padilla and The Home Depot, Inc.

dated September 17 , 202 5

Insider Trading Policy

Form 10-K for the fiscal year ended February 2, 2025, Exhibit 19.1

21 * List of Subsidiaries of the Company

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31.1 * Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)

Fiscal 2025 Form 10-K

Exhibit Description Reference

31.2 * Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)

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‡ 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.

Form 10-K Summary.

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Caryn Seidman-Becker

/s/ A SHA S HARMA

Fiscal 2025 Form 10-K

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.

What changed 10-K

Item 9A. Controls and Procedures