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HOME DEPOT INC

For the period ended May 22, 2025. Filed Apr 7, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2025 · Filed Apr 7, 2025

HD$343.47-1.8%Stored close · as of Nov 6, 2026
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Contents

Appendix A

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

Adjusted diluted earnings per share and return on invested capital (ROIC) are presented as supplemental financial measures in the evaluation of our business that are not required by or presented in accordance with GAAP. These non-GAAP measures should not be considered in isolation or as a substitute for its comparable GAAP financial measure. Investors should rely primarily on our GAAP results and use these non-GAAP financial measures only supplementally in making investment decisions. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness as comparative measures.

Adjusted Diluted Earnings Per Share

Adjusted diluted earnings per share excludes the impact of amortization expense from acquired intangible assets, including the related tax effects, from adjusted diluted earnings per share. We do not adjust for the revenue that is generated in part from the use of our acquired intangible assets. Amortization expense, unlike the related revenue, is not affected by operations in any particular period unless an intangible asset becomes impaired, or the useful life of an intangible asset is revised.

When used in conjunction with our GAAP results, we believe this non-GAAP measure provides investors with a meaningful supplemental measure of our performance period to period, makes it easier for investors to compare our underlying business performance to peers, and aligns to how management analyzes trends and evaluates performance internally. The Company provides non-GAAP financial information on this basis to facilitate comparability when we report earnings results.

RECONCILIATION OF ADJUSTED DILUTED EARNINGS PER SHARE
Fiscal · Fiscal
per share amounts2024(1)2023% Change
Diluted earnings per share (GAAP)$14.91$15.11(1.3)%
Impact of acquired intangible asset0.430.19
Income tax impact of non-GAAP adjustment(2)(0.10)(0.05)
Adjusted diluted earnings per share (Non-GAAP)$15.24$15.25(0.1)%

(1)Fiscal 2024 includes 53 weeks. The 53rd week of Fiscal 2024 increased adjusted diluted earnings per share by approximately $0.30.

(2)Calculated as the per share impact of acquired intangible asset amortization multiplied by the Company’s effective tax rate for the period.

The Home Depot 2025 Proxy Statement85

Return on Invested Capital

We believe ROIC is meaningful for management, investors and ratings agencies because it measures how effectively we deploy our capital base. ROIC is a non-GAAP profitability measure, not a measure of financial performance under GAAP. We define ROIC as net operating profit after tax (“NOPAT”), a non-GAAP financial measure, for the most recent 12-month period, divided by average debt and equity. We define NOPAT as operating income for the trailing 12 months less income taxes calculated using the effective tax rate for that period. We define average debt and equity as the average of beginning and ending long-term debt (including current installments) and equity for the most recent 12-month period.

The following table presents the calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP financial measure):

RECONCILIATION OF RETURN ON INVESTED CAPITAL
FiscalFiscal
dollars in millions2024(1)(2)2023
Net Earnings$14,806$15,143
Interest and other, net2,1201,765
Provision for income taxes4,6004,781
Operating income21,52621,689
Income tax adjustment(3)(5,102)(5,205)
NOPAT$16,424$16,484
Average debt and equity$52,431$44,955
ROIC31.3%36.7%

(1)Fiscal 2024 includes 53 weeks.

(2)Fiscal 2024 only includes operating results for SRS since the acquisition date of June 18, 2024, consistent with our consolidated financial statements.

(3)Income tax adjustment is defined as operating income multiplied by our effective tax rate for the trailing 12 months.

86The Home Depot 2025 Proxy Statement

THE HOME DEPOT, INC. STORE SUPPORT CENTER BUILDING 2455 PACES FERRY ROAD ATLANTA, GA 30339-4024

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Use your 16-digit control number to access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/HD2025

You may attend the meeting via the Internet and vote during the meeting. Use your 16-digit control number to access the website and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V67047-P27007KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THE HOME DEPOT, INC.
The Board of Directors recommends a vote FOR all director nominees.
1.Election of DirectorsForAgainstAbstain
1a. Gerard J. Arpey · ☐ · ☐ · ☐ · The Board of Directors recommends a vote FOR Proposals 2-3. · For · Against · Abstain
1b. Ari Bousbib☐☐☐2.Ratification of the Appointment of KPMG LLP☐☐☐
1c. Jeffery H. Boyd☐☐☐3.Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)☐☐☐
1d. Gregory D. Brenneman · ☐ · ☐ · ☐
1e. J. Frank Brown · ☐ · ☐ · ☐ · The Board of Directors recommends a vote AGAINST Proposals 4-6. · For · Against · Abstain
1f. Edward P. Decker☐☐☐4.Shareholder Proposal Regarding Independent Board Chair☐☐☐
1g. Wayne M. Hewett☐☐☐5.Shareholder Proposal Regarding Biodiversity Impact and Dependency Assessment☐☐☐
1h. Manuel Kadre☐☐☐6.Shareholder Proposal Regarding Report on Packaging Policies for Plastics☐☐☐
1i. Stephanie C. Linnartz · ☐ · ☐ · ☐
1j. Paula A. Santilli · ☐ · ☐ · ☐
1k. Caryn Seidman-Becker · ☐ · ☐ · ☐
1l. Asha Sharma · ☐ · ☐ · ☐
Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Signature [PLEASE SIGN WITHIN BOX] · Date · Signature (Joint Owners) · Date

INFORMATION ABOUT THE HOME DEPOT, INC. 2025 ANNUAL MEETING OF SHAREHOLDERS

The Company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please visit

www.virtualshareholdermeeting.com/HD2025 and be sure to have your 16-digit control number available.

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

TIME:WHO MAY VOTE:
9:00 a.m., Eastern Time on Thursday, May 22, 2025You may vote if you were a shareholder of record as of the close of business on March 24, 2025.
PLACE:
Meeting live via the Internet. Please visit www.virtualshareholdermeeting.com/HD2025.ANNUAL MEETING MATERIALS:A copy of the Proxy Statement and our 2024 Annual Report are available at https://ir.homedepot.com under “Financial Reports.”
DATE OF MAILING:The Proxy Statement is first being mailed to shareholders on or about April 7, 2025.

By Order of the Board of Directors

Teresa Wynn Roseborough, Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 22, 2025:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

6 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 6

V67048-P27007

PROXY/VOTING INSTRUCTION

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2025

The undersigned shareholder hereby appoints Edward P. Decker and Teresa Wynn Roseborough, and each of them individually, attorneys and proxies for the undersigned with full power of substitution, to act with respect to and to vote all shares which the undersigned is entitled to vote, with the powers the undersigned would possess if personally present, at the 2025 Annual Meeting of Shareholders of The Home Depot, Inc., to be held live via the Internet at www.virtualshareholdermeeting.com/HD2025, on Thursday, May 22, 2025, at 9:00 a.m., Eastern Time, and at any adjournments or postponements thereof, as directed on the reverse side with respect to the matters set forth on the reverse side, and with discretionary authority on all other matters that come before the meeting, all as more fully described in the Proxy Statement received by the undersigned shareholder. If no direction is made, the proxy will be voted: (a) “FOR” the election of the director nominees named on the reverse side, (b) in accordance with the recommendations of the Board of Directors on the other matters referred to on the reverse side and (c) in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting. Participants in the Company’s FutureBuilder and FutureBuilder for Puerto Rico plans may vote their proportionate share of The Home Depot, Inc. common stock held in the plan, by signing and returning this card, or by voting electronically. By doing so, you are instructing the trustee to vote all of the shares at the meeting and at any adjournments or postponements thereof, as you have indicated with respect to the matters referred to on the reverse side. If this card is signed and returned without voting instructions, you will be deemed to have instructed the plan trustee to vote the shares (a) “FOR” the election of the nominees named on the reverse side, (b) in accordance with the recommendations of the Board of Directors on the other matters referred to on the reverse side and (c) in the discretion of the plan trustee upon such other matters as may properly come before the Annual Meeting. If this card is not returned or is returned unsigned, shares will be voted by the plan trustee in the same proportion as the shares for which voting instructions are received from other participants in the plan. If, however, voting instructions are not provided and you participate in a self-directed brokerage window of a U.S. retirement plan, the shares will not be voted.

UNLESS VOTING ELECTRONICALLY OR BY PHONE,PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.