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HOME DEPOT, INC.

For the period ended May 21, 2026. Filed Apr 7, 2026.

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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 21, 2026 · Filed Apr 7, 2026

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

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid,” or “CAP,” and certain financial performance of the Company. CAP does not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable years and does not necessarily reflect how the LDC Committee evaluated compensation decisions in light of Company performance. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning onpage 54.

PAY VERSUS PERFORMANCE TABLE
(a) · (b) · (c) · (d) · (e) · (f) · (g) · (h) · (i)
Year · Summary Compensation Table Total for CEO($)(1) · Compensation Actually Paid to CEO($)(2) · Average Summary Compen-sation Table Total forNon-CEO NEOs($)(3) · Average Compen-sation Actually Paid to Non-CEO NEOs($)(4) · Value of Initial Fixed $100 Investment Based on: · Net Income ($)(7)(in billions) · Operating Profit($)(8) (in billions)
CEO · Former CEO · CEO · Former CEO · TSR($)(5) · Peer Group TSR($)(6)
202516,191,127—12,120,694—5,972,6042,357,866156.3164.114.1621.17
202415,574,678—20,017,546—4,782,5366,355,234203.8227.914.8121.42
202314,419,252—18,272,399—4,540,9114,391,001171.6165.215.1421.65
202214,619,7899,020,8627,501,985(2,905,659)4,390,720953,780148.8124.017.1124.09
2021—13,059,751—51,702,9465,568,67318,194,527168.0149.716.4322.92

(1)Mr. Decker served as our CEO for Fiscal 2025, Fiscal 2024 and Fiscal 2023; Mr. Decker and Craig Menear each served for a period of time as our CEO for Fiscal 2022; and Mr. Menear was our CEO for Fiscal 2021. The dollar amounts reported in column (b) are the amounts of total compensation reported in the “Total” column of the Summary Compensation Table for our CEO and former CEO for the corresponding years in which each served as our CEO. As discussed in the Summary Compensation Table, Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table, so Fiscal 2024 includes one additional week of pay.

(2)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the Summary Compensation Table (or “SCT”) total compensation for Fiscal 2025 to determine the CAP for Fiscal 2025:

CEO SCT Total to CAP Reconciliation
YearReportedSummary Compensation Table Total for CEO($)Deductions from SCT Total($)(a)EquityAward Adjustments($)(b)Compensation ActuallyPaid to CEO (as defined by SEC rule)($)
202516,191,127(11,982,167)7,911,73412,120,694

(a)Represents the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for Fiscal 2025.

(b)The equity award adjustments for Fiscal 2025 include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in Fiscal 2025 that are outstanding and unvested as of the end of Fiscal 2025; (ii) the amount of change as of the end of Fiscal 2025 (from the end of Fiscal 2024) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of Fiscal 2025; (iii) for awards that are granted in Fiscal 2025 and vest in Fiscal 2025, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in Fiscal 2025, the amount equal to the change as of the vesting date (from the end of Fiscal 2024) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during Fiscal 2025, a deduction for the amount equal to the fair value at the end of Fiscal 2024; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in Fiscal 2025 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for Fiscal 2025. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments detailed in the table below.

86The Home Depot 2026 Proxy Statement
CEO Equity Component of CAP
YearYear-End Fair Value of Unvested Equity Awards Granted in the Year($)Year-Over-Year Change in Fair Valueof Outstanding and Unvested Equity Awards($)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($)Year-Over-Year Changein Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($)Fair-Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year($)Value of Dividends orOther Earnings Paid on Stock or Option Awards not Otherwise Reflected inFair Value or Total Compensation($)TotalEquityAwardAdjustments ($)
202511,899,934(2,640,159)132,774(1,926,432)—445,6197,911,734

(3)The dollar amounts reported in column (d) represent the average of the amounts reported for our non-CEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of these NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) For Fiscal 2025, Mr. McPhail, Ms. Campbell, Mr. Bastek, Mr. Broggi, Mr. Padilla, and Mr. Siddiqui; (ii) for Fiscal 2024, Mr. McPhail, Mr. Bastek, Ms. Campbell, Teresa Wynn Roseborough, and Matt Carey; (iii) for Fiscal 2023, Mr. McPhail, Ms. Campbell, Mr. Carey, Jeffrey Kinnaird, and Ms. Roseborough; (iv) for Fiscal 2022, Mr. McPhail, Ms. Campbell, Mr. Carey, and Mr. Kinnaird; and (v) for Fiscal 2021, Mr. Decker, Mr. McPhail, Ms. Campbell, and Mr. Carey.

(4)In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for these NEOs as a group for each year to determine the CAP, using the same methodology described above in footnote 2.

Average Other NEOs SCT Total to CAP Reconciliation
YearAverageReported Summary Compensation Table Total for Non-CEO NEOs($)AverageReported Summary Compensation TableValue of Equity Awards($)Average Equity Award Adjustments($)(a)Average Compensation Actually Paid to Non-CEO NEOs($)
20255,972,604(4,377,056)762,3192,357,866

(a)The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are detailed in the table below.

Average Other NEOs Equity Component of CAP
YearAverageYear-End Fair Value of Unvested Equity AwardsGranted in the Year($)Year-Over-Year Average Change in Fair Value of Outstanding and UnvestedEquity Awards($)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year($)Year-Over-Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($)Average Fair Value at the End of the Prior Year of Equity Awards thatFailed to Meet Vesting Conditions in the Year($)Average Value of Dividends or Other Earnings Paid on Stock orOption Awards not Otherwise Reflected in Fair Value or Total Compensation($)TotalAverageEquityAwardAdjustments($)
20252,702,866(450,221)47,030(542,032)(1,089,921)94,596762,319

(5)Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.

(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Discretionary Distribution & Retail Index, which we refer to as the S&P 500 Retail Index.

(7)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.

(8)Operating profit is defined as the Company’s net sales less the sum of the cost of sales, selling, general and administrative expense, and depreciation and amortization expense, subject to adjustments as more fully described under “—Elements of Our Compensation Programs—Annual Cash Incentive—Potential Adjustments” and “—Elements of Our Compensation Programs—Annual Cash Incentive—Fiscal 2025 MIP Results” in our Compensation Discussion and Analysis above. Fiscal 2024 contained 53 weeks, compared to 52 weeks for all other years presented in this table.

The Home Depot 2026 Proxy Statement87

Financial Performance Measures

The most important financial performance measures, as defined in Item 402(v) of Regulation S-K, that are used by the Company to link CAP to the Company’s NEOs for Fiscal 2025 to the Company’s performance are as follows:

Operating Profit, as adjusted, as defined in the MIP

Sales

Return on Invested Capital

Inventory Turns

Pro Strategic Goal

Pay Versus Performance Relationship Disclosures

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following tables indicating the relationships between the measures below and CAP as presented in the Pay Versus Performance table, as well as the relationship between cumulative TSR of the Company and cumulative TSR of the peer group.

88The Home Depot 2026 Proxy Statement
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