Home Depot (HD) 10-K risk factor changes: FY2025 vs FY2024

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i67080f5ae94d4415b551275add3209ce_52)] [added: Operations](#ieb310d5ce44d4bcfb7f06176b9461b9d_52)] and our consolidated financial statements and related notes in Item 8.

As a result, we face competition for customers for our products and services from a variety of [removed: retailers,] [added: retailers (including those operating reseller marketplaces),] suppliers, service providers, [removed: and] distributors and manufacturers that sell products directly to their respective customer bases.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 9 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

[added: With respect to some products and services, we also compete] with specialty design stores, showrooms, discount stores, paint stores, specialty and mass digital retailers, warehouse clubs, MRO distributors, national and local wholesale supply distributors, home décor retailers, and other retailers, as well as with providers of home improvement services and tool and equipment rental.

[removed: The internet facilitates] [added: Online and other digital capabilities, as well as AI tools, facilitate] competitive entry, price transparency, and comparison shopping, increasing the level of competition we face.

We also compete based on store and branch location and appearance, presentation of merchandise, and ease of shopping experience throughout every step of the [added: customer’s] project, from inspiration and research to any post-purchase support.

Our Pros also look for dedicated sales support, competitive credit and pricing options, project planning tools, [added: professional and reliable deliveries, and] product depth and job lot quantities, particularly for their complex [removed: purchase] [added: project] needs.

Furthermore, with respect to delivery options, customers are seeking faster and/or guaranteed delivery times, [added: real-time updates on delivery status,] low-price or free shipping, and/or convenient pickup options.

Our ability to be competitive on delivery and pickup times, options and costs depends on many factors, including leveraging the momentum of our investments in our supply chain and our interconnected [removed: retail] capabilities to further enhance the customer shopping experience.

If we are unable to timely and appropriately respond to these competitive pressures, including through the delivery of a superior interconnected [removed: customer] experience [removed: or through maintenance of effective sales and marketing, advertising or promotional programs] leveraging both our digital and physical platforms, our market share and our financial performance could be adversely affected.

The success of our business depends [removed: in part] on our ability to identify and respond promptly to evolving trends in [removed: demographics;] [added: demographics and] shifts in customer preferences, expectations and [removed: needs; changes in the macroeconomic or political environment; and unexpected weather conditions, natural disasters, or public health issues (including pandemics and related impacts) that impact our customers,] [added: needs,] while also managing appropriate inventory levels in our stores, branches and distribution or fulfillment centers and maintaining an excellent customer experience.

Our ability to collect and use that data, however, is subject to a number of external factors, including the impact of legislation or regulations governing data privacy, data-driven technologies such as [removed: artificial intelligence,] [added: AI,] and data security, as well as customer expectations around data collection, retention, and use.

Customer expectations about the methods by which they [added: find, evaluate,] purchase and receive products or services are also [removed: becoming more demanding.][added: evolving.]

Customers routinely and increasingly use technology and a variety of electronic devices and digital platforms to rapidly [added: gather inspiration,] compare products and prices, read product reviews, determine real-time product availability, and purchase [removed: products, and new channels and tools to enhance the customer experience appear and change rapidly.][added: products.]

Our Pros also look for additional capabilities, including dedicated sales support, competitive credit and pricing options, project planning tools, [added: professional] and [added: reliable deliveries, and] product depth and job lot quantities, particularly for their complex [removed: purchase] [added: project] needs.

Once products are purchased, customers seek alternate options for delivery of those products, including advance ordering through digital platforms for Pros, and they often expect quick, timely, and low-price or free [added: delivery, real-time updates on] delivery [added: status,] and/or convenient pickup or delivery options.

We must continually anticipate and adapt to these changes in the [added: planning,] shopping and purchasing process by continuing to adjust and enhance the online and in-store customer experience as well as our delivery options.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 10 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[added: The coordinated operation of our network of physical] stores, branches, distribution facilities, and online platforms is fundamental to the success of our interconnected strategy.

In addition, as our customers continue to leverage our enhanced interconnected [removed: shopping] and fulfillment options, a greater concentration of online sales with direct fulfillment could result in a reduction in the amount of traffic in our stores, which would, in turn, reduce the opportunities for cross-selling of merchandise that such traffic creates and could reduce our overall sales and adversely affect our financial performance.

A greater concentration of online sales with direct fulfillment could also [removed: result in higher costs for delivery, potentially impacting] [added: impact] our profit margins.

Failure to provide a relevant and effective customer experience in a timely manner that keeps pace with technological developments and dynamic customer expectations; to maintain appropriate inventory; to provide quick and [removed: low-price] [added: cost-effective] or free delivery [removed: alternatives] [added: alternatives, real-time updates on delivery status,] and convenient pickup options; to differentiate the customer experience for our primary customer groups; to effectively implement an [removed: increasingly] [added: appropriately] localized merchandising assortment; or to otherwise timely identify or respond to changing customer preferences, expectations and home improvement needs could adversely affect our relationship with our customers, the demand for our products and services, and our market share.

A positive brand and reputation are critical to our business success, and, if our brand and reputation are damaged, it could negatively impact our relationships with our customers, associates and jobseekers, suppliers, [added: service providers,] vendors, shareholders, regulators, and the communities we serve, and, consequently, our business, results of operations and the price of our stock.

Our brand and reputation are critical to attracting customers, associates and jobseekers, [removed: suppliers] [added: suppliers, service providers,] and vendors to do business with us.

Negative incidents can erode trust and confidence quickly, and adverse publicity about us, regardless of its [removed: accuracy or] [added: accuracy,] the reputability of its [removed: source,] [added: source and whether we are involved in the incident,] could damage our brand and reputation; undermine our customers’ confidence in us; reduce demand for our products and services, including as a result of boycotts; affect our ability to recruit, engage, motivate and retain associates; attract regulatory [removed: scrutiny, investigations] [added: scrutiny] or [added: investigations; lead to] litigation; and impact our relationships with current and potential suppliers and vendors.

[removed: Our suppliers’] [added: Third party actions, including our suppliers’, service providers’,] and vendors’ business practices and [removed: positions] [added: positions,] may also be attributed to us, regardless of the Company’s actions, meaning the actions of third parties pose similar risks to our brand and reputation.

Further, our actual or perceived position or lack of position on social, environmental, governance, political, public policy, [added: regulatory,] economic, geopolitical, or other sensitive issues, and any perceived lack of transparency about those matters, could harm our reputation with certain groups and attract regulatory scrutiny, investigations, litigation, or boycotts.

If data, processes, and reporting related to these matters are incomplete or inaccurate, we could face regulatory [removed: scrutiny,] [added: scrutiny or investigations,] litigation and/or adverse reputational impacts.

The execution of initiatives to [removed: implement] [added: deliver] our interconnected [removed: retail strategy] [added: experience] could adversely impact our business operations or financial results, and these initiatives might not provide the anticipated benefits.

Over the past several years, we have made significant investments to [removed: execute our] [added: deliver a frictionless] interconnected [removed: retail strategy,] [added: experience,] including enhancing and expanding our supply chain, developing differentiated capabilities for our customers, [added: including enhancements and improvements to our digital capabilities,] expanding our store base, and making strategic acquisitions.

These investments are designed to streamline our operations to allow our associates to continue to provide high-quality service to our customers; simplify customer interactions; provide our customers with a more interconnected [removed: shopping] experience; expand our sales to Pros and better address their [added: needs for] complex [removed: purchase needs;] [added: projects;] and create the fastest, most efficient, and most reliable delivery network for home improvement products.

Executing our interconnected [removed: retail strategy] [added: experience] requires continual investment in our operations and information technology systems, as well as the development and execution of new processes, systems and support.

In addition, our stores are a [removed: key element] [added: critical component] of our interconnected [removed: retail strategy,] [added: experience,] serving as the hub of our customers’ interconnected shopping [removed: experience.][added: journey.]

We also need to identify and secure available locations with appropriate characteristics for new [removed: stores] [added: stores, branches,] and [removed: branches] [added: supply chain facilities] to ensure we can continue to serve our customers effectively.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 11 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

The cost and potential problems, defects of design, and interruptions associated with the implementation of these initiatives, including those associated with managing third-party service providers, employing new online tools and services, implementing new technologies using [removed: artificial intelligence,] [added: AI,] implementing and restructuring support systems and processes, securing appropriate store and other facility locations, and addressing impacts on inventory levels, could disrupt or reduce the efficiency of our operations in the near term, lead to product availability issues, create complexity in our systems and operations and impact our profitability.

Our investments to enhance our interconnected [removed: shopping] experience, including investments in our store base, supply chain, and [added: differentiated] capabilities, [added: including our digital assets,] might not provide the anticipated benefits, or might take longer than expected to complete, integrate or realize anticipated benefits, [removed: each] [added: any] of which could adversely impact our competitive position and our financial condition, results of operations, or cash flows.

If we are unable to effectively manage and expand our [added: strategic] alliances and relationships with certain suppliers of both brand name and proprietary products, we may be unable to effectively execute our strategy to differentiate ourselves from our competitors.

We have also developed relationships with certain suppliers to allow us to [removed: market] [added: offer] proprietary products that are comparable to national brands.

These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

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These trends include those driven by changes in the macroeconomic or political environment, geopolitical tensions or conflicts, military conflicts, or civil unrest, as well as unexpected weather conditions, natural disasters, or public health issues (including pandemics or quarantines and related impacts) that impact our customers.

New channels and tools to enhance the customer experience appear and change rapidly, and some of those technologies, such as generative and agentic AI tools, may dramatically change customer shopping and buying habits.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

Despite our efforts, our cybersecurity risk management processes may not be fully implemented, complied with or effective in preventing or mitigating future cybersecurity risks.

The availability of AI may enable new types of threat actors who may not otherwise have had the capabilities to engage in malicious activity to do so, or may enhance the capabilities of nation-state actors or organizing or coordinating groups to carry out attacks, or may generally enable novel types of attacks to be developed and deployed.

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Complying with current or contemplated information security, cybersecurity, data privacy, data protection, and data processing laws and regulations (including reporting and disclosure regimes), or any failure to comply, could cause us to incur substantial costs.

These factors, together with competition among potential employers, have resulted in and may continue to result in

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As we offer new payment options to our customers, we may be subject to additional rules, regulations, and compliance requirements, and higher fraud losses.

Natural disasters, unseasonable, unexpected or extreme weather conditions, as well as other catastrophic or uncharacteristic events, could impact our operations and financial results, seasonal events such as storms may impact sales compared to prior periods, and the potential impacts of catastrophic or uncharacteristic events may lead to changes in demand or availability of products or cause business interruptions.

These types of events can

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Demand for certain of our products has historically been influenced by the occurrence of seasonal events, such as storms.

The impact of these events on our sales varies depending on their location, frequency and magnitude.

Sustained periods without such events can lead, and in the past have led, to lower sales compared to prior periods.

Furthermore, our delivery operations and reliance on third-party carriers expose us to potential liability for property damage, personal injury, or vehicular accidents, which

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could result in financial losses and reputational harm.

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decide against purchasing home improvement products and services, causing them to delay purchasing decisions, or impacting their ability to pay for products and services.

For instance, the high interest rate environment that persisted throughout fiscal 2025 and the significant increase in home prices in recent years have impacted housing affordability.

Together, these factors have contributed to historically low levels of housing turnover, which has reduced demand for projects and other purchases associated with buying and selling a home.

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Following the recent U.S. Supreme Court decision that struck down tariffs previously imposed under the International Emergency Economic Powers Act, there is additional uncertainty regarding the U.S. tariff regime, and the imposition by the U.S. government of new or different tariffs under different authority.

If we are unable to mitigate the impact of product cost inflation through vendor negotiations and other strategic initiatives, we may need to increase prices to a point which could negatively impact consumer demand for our products.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2025 Form 10-K | | | 21 | | |  | | |

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With respect to some products and services, we also compete

If we experience inflation or deflation at a level beyond our ability to respond effectively, we may not be able to adjust prices to sufficiently offset the effects without negatively impacting demand or margins, as applicable, or it may adversely affect our ability to compete based on price.

The coordinated operation of our network of physical

Investment in our supply chain also involves significant real estate projects as we expand our distribution network, requiring us to identify and secure available locations with appropriate characteristics needed to support the different types of facilities.

Strategic transactions may also be subject to significant regulatory uncertainty.

Our ability to meet our labor needs while

As a result, we or our service providers could experience, and on occasion have experienced, errors, interruptions, delays or cessations of service in key portions of our information technology

In recent years, ports in the U.S. and elsewhere have been

aims and goals, which may include espionage, monetary gain, disruption, and destruction.

Our business is subject to seasonal influences, and uncharacteristic or significant weather conditions, climate change, natural disasters, as well as other catastrophic or uncharacteristic events, could impact our operations and financial results.

Our ability to access products from our suppliers can be, and on occasion has been, adversely affected by economic or political instability; civil unrest; geopolitical or military conflicts or acts of war, as well as any related sanctions or other government or private responses; acts of terrorism or violence; public health issues

For instance, certain of the Company’s suppliers have also been involved in litigation or governmental enforcement actions related to perfluoroalkyl and polyfluoroalkyl substances, also known as “PFAS,” and we could be exposed to similar actions.

For instance, a number of merchandise categories were impacted by inflation in recent years due to, among other things, global supply chain disruptions and the uncertain economic and geopolitical environment.

In an effort to address inflation, central banks raised interest rates.

Notwithstanding recent rate cuts, the high interest rate environment that persisted throughout fiscal 2024 has adversely impacted and may continue to adversely impact demand for larger remodeling projects.

Additionally, the inflationary outlook in the U.S. is currently uncertain, and persistent or increasing inflation could lead to a reversal of recent reductions in interest rates.

Changes in, expanded regulatory investigations or

While recent changes in the U.S. administration and Congress have and are expected to continue to lead to adoption and implementation of new laws, executive orders, regulations, policies, or reforms, the extent to which they will impact our business cannot be determined.

If product cost inflation exceeds our ability to manage related expenses, we may not be able to offset the increases without negatively impacting consumer demand.

The discussion in this Form 10-K generally focuses on fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023.][added: 2024.]

A discussion of our results of operations and changes in financial condition for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] has been omitted from this report, but can be found in [Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/354950/000035495024000062/hd-20240128.htm#ie8ea8ac8adfa4f9db3fd6d3359e3f98d_52)] [added: Operations](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000354950/000035495025000085/hd-20250202.htm#i67080f5ae94d4415b551275add3209ce_52)] of our Form 10-K for fiscal [removed: 2023.][added: 2024.]

| [Executive [removed: Summary](#i67080f5ae94d4415b551275add3209ce_55)] [added: Summary](#ieb310d5ce44d4bcfb7f06176b9461b9d_55)] | | | | | | [removed: [28](#i67080f5ae94d4415b551275add3209ce_55)] [added: [28](#ieb310d5ce44d4bcfb7f06176b9461b9d_55)] | | |

| [Results of [removed: Operations](#i67080f5ae94d4415b551275add3209ce_61)] [added: Operations](#ieb310d5ce44d4bcfb7f06176b9461b9d_61)] | | | | | | [removed: [29](#i67080f5ae94d4415b551275add3209ce_61)] [added: [29](#ieb310d5ce44d4bcfb7f06176b9461b9d_61)] | | |

| [Liquidity and Capital [removed: Resources](#i67080f5ae94d4415b551275add3209ce_73)] [added: Resources](#ieb310d5ce44d4bcfb7f06176b9461b9d_73)] | | | | | | [removed: [31](#i67080f5ae94d4415b551275add3209ce_73)] [added: [31](#ieb310d5ce44d4bcfb7f06176b9461b9d_73)] | | |

| [Critical Accounting [removed: Estimates](#i67080f5ae94d4415b551275add3209ce_76)] [added: Estimates](#ieb310d5ce44d4bcfb7f06176b9461b9d_76)] | | | | | | [removed: [34](#i67080f5ae94d4415b551275add3209ce_76)] [added: [34](#ieb310d5ce44d4bcfb7f06176b9461b9d_76)] | | |

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 27 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

We reported net sales of [removed: $159.5] [added: $164.7] billion in fiscal [removed: 2024.][added: 2025.]

Net earnings were [removed: $14.8] [added: $14.2] billion, or [removed: $14.91] [added: $14.23] per diluted share.

Fiscal [removed: 2024] [added: 2025] consisted of [removed: 53] [added: 52] weeks compared to [removed: 52] [added: 53] weeks in fiscal [removed: 2023.][added: 2024.]

[removed: The] [added: *(4)The] 53rd week [removed: in] [added: of] fiscal 2024 [removed: added approximately $2.5 billion of net sales and] increased diluted earnings per share [added: in fiscal 2024] by approximately [removed: $0.30.][added: $0.30.*]

During fiscal [removed: 2024,] [added: 2025,] we opened ten new stores in the U.S. and two new stores in Mexico, resulting in a total store count of [removed: 2,347] [added: 2,359] at February [removed: 2, 2025.][added: 1, 2026.]

A total of [removed: 322] [added: 324] of our stores, or 13.7%, were located in Canada and Mexico.

Our inventory turnover ratio was [removed: 4.7] [added: 4.4] times at the end of fiscal [removed: 2024,] [added: 2025,] compared to [removed: 4.3] [added: 4.7] times at the end of fiscal [removed: 2023.][added: 2024.]

The [removed: increase] [added: decrease] in our inventory turnover ratio was primarily driven by [removed: lower] [added: higher] average inventory levels [removed: within our Primary segment] during fiscal [removed: 2024.][added: 2025.]

During fiscal [removed: 2024,] [added: 2025,] we generated [removed: $19.8] [added: $16.3] billion of cash flow from operations, received [removed: approximately $10.0] [added: $4.1] billion of proceeds from [removed: the issuance of long-term debt,] [added: commercial paper borrowings,] net of [removed: discounts,] [added: repayments,] and received [removed: $316 million] [added: $2.2 billion] of proceeds from [removed: commercial paper borrowings,] [added: the issuance of long-term debt,] net of [removed: repayments.][added: discounts.]

In February [removed: 2025,] [added: 2026,] we announced a [removed: 2.2%] [added: 1.3%] increase in our quarterly cash dividend [removed: to] [added: from] $2.30 [added: to $2.33] per share.

Our ROIC was [removed: 31.3%] [added: 25.7%] for fiscal [removed: 2024] [added: 2025] and [removed: 36.7%] [added: 31.3%] for fiscal [removed: 2023.][added: 2024.]

The decrease in ROIC was primarily driven by higher average [removed: long-term debt] [added: equity due to our ongoing pause in share repurchases] and higher average [removed: equity] [added: long-term debt largely] due to the financing of the SRS acquisition.

See the [Non-GAAP Financial [removed: Measures](#i67080f5ae94d4415b551275add3209ce_70)] [added: Measures](#ieb310d5ce44d4bcfb7f06176b9461b9d_70)] section below for our definition and calculation of ROIC.

[removed: On June 18, 2024, following the satisfaction or waiver] [added: All conditions] of the [removed: applicable closing conditions,] [added: offer were satisfied,] including receipt of the requisite regulatory approvals, [removed: the acquisition was completed] and [removed: all] [added: the] merger [removed: consideration] was [removed: transferred.][added: completed on September 4, 2025.]

Refer to [Note [removed: 2](#i67080f5ae94d4415b551275add3209ce_109) and [Note 13](#i67080f5ae94d4415b551275add3209ce_142)] [added: 13](#ieb310d5ce44d4bcfb7f06176b9461b9d_142)] to our consolidated financial statements for further discussion [removed: of the impact of the acquisition] on [removed: our consolidated financial statements.][added: the acquisition.]

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 28 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

| [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | |

| Net sales | | | $ | [removed: 159,514] [added: 164,683] | | | | | | | | | | | $ | [removed: 152,669] [added: 159,514] | | | | | | | | | | | $ | [removed: 157,403] [added: 152,669] | | | | | | | |

| Gross profit | | | [removed: 53,308] [added: 54,865] | | | | | | [removed: 33.4] [added: 33.3] | | % | | | | [removed: 50,960] [added: 53,308] | | | | | | 33.4 | | % | | | | [removed: 52,778] [added: 50,960] | | | | | | [removed: 33.5] [added: 33.4] | | % |

| Selling, general and administrative | | | [removed: 28,748] [added: 30,702] | | | | | | [removed: 18.0] [added: 18.6] | | | | | | [removed: 26,598] [added: 28,748] | | | | | | [removed: 17.4] [added: 18.0] | | | | | | [removed: 26,284] [added: 26,598] | | | | | | [removed: 16.7] [added: 17.4] | | |

| Depreciation and amortization | | | [removed: 3,034] [added: 3,273] | | | | | | [removed: 1.9] [added: 2.0] | | | | | | [removed: 2,673] [added: 3,034] | | | | | | [removed: 1.8] [added: 1.9] | | | | | | [removed: 2,455] [added: 2,673] | | | | | | [removed: 1.6] [added: 1.8] | | |

| Total operating expenses | | | [removed: 31,782] [added: 33,975] | | | | | | [removed: 19.9] [added: 20.6] | | | | | | [removed: 29,271] [added: 31,782] | | | | | | [removed: 19.2] [added: 19.9] | | | | | | [removed: 28,739] [added: 29,271] | | | | | | [removed: 18.3] [added: 19.2] | | |

| Operating income | | | [removed: 21,526] [added: 20,890] | | | | | | [removed: 13.5] [added: 12.7] | | | | | | [removed: 21,689] [added: 21,526] | | | | | | [removed: 14.2] [added: 13.5] | | | | | | [removed: 24,039] [added: 21,689] | | | | | | [removed: 15.3] [added: 14.2] | | |

| Interest income and other, net | | | [removed: (201)] [added: (124)] | | | | | | (0.1) | | | | | | [removed: (178)] [added: (201)] | | | | | | (0.1) | | | | | | [removed: (55)] [added: (178)] | | | | | | [removed: —] [added: (0.1)] | | |

| Interest expense | | | [removed: 2,321] [added: 2,412] | | | | | | 1.5 | | | | | | [removed: 1,943] [added: 2,321] | | | | | | [removed: 1.3] [added: 1.5] | | | | | | [removed: 1,617] [added: 1,943] | | | | | | [removed: 1.0] [added: 1.3] | | |

| Interest and other, net | | | [removed: 2,120] [added: 2,288] | | | | | | [removed: 1.3] [added: 1.4] | | | | | | [removed: 1,765] [added: 2,120] | | | | | | [removed: 1.2] [added: 1.3] | | | | | | [removed: 1,562] [added: 1,765] | | | | | | [removed: 1.0] [added: 1.2] | | |

| Earnings before provision for income taxes | | | [removed: 19,406] [added: 18,602] | | | | | | [removed: 12.2] [added: 11.3] | | | | | | [removed: 19,924] [added: 19,406] | | | | | | [removed: 13.1] [added: 12.2] | | | | | | [removed: 22,477] [added: 19,924] | | | | | | [removed: 14.3] [added: 13.1] | | |

| Provision for income taxes | | | [removed: 4,600] [added: 4,446] | | | | | | [removed: 2.9] [added: 2.7] | | | | | | [removed: 4,781] [added: 4,600] | | | | | | [removed: 3.1] [added: 2.9] | | | | | | [removed: 5,372] [added: 4,781] | | | | | | [removed: 3.4] [added: 3.1] | | |

| Net earnings | | | $ | [removed: 14,806] [added: 14,156] | | | | | [removed: 9.3] [added: 8.6] | | % | | | | $ | [removed: 15,143] [added: 14,806] | | | | | [removed: 9.9] [added: 9.3] | | % | | | | $ | [removed: 17,105] [added: 15,143] | | | | | [removed: 10.9] [added: 9.9] | | % |

[removed: *Note:] Fiscal 2024 includes 53 weeks.

[added: *Note:] Fiscal [removed: 2023] [added: 2025] and fiscal [removed: 2022] [added: 2023] include 52 weeks.

For purposes of comparison, fiscal 2025 and fiscal 2023 include 52 weeks and fiscal 2024 includes 53 weeks.

This cash flow, together with cash on hand, was used to fund $9.2 billion in cash dividends, repay $5.0 billion of long-term debt, and fund $3.7 billion in capital expenditures.

As described below, we also completed the GMS acquisition for aggregate cash consideration totaling approximately $5.5 billion, including the repayment of certain of GMS’s outstanding debt.

At the end of fiscal 2025, we also operated over 1,250 locations within our SRS non-reportable operating segments throughout the U.S. and Canada.

GMS Acquisition

On June 29, 2025, we entered into a definitive agreement to acquire GMS, a leading distributor of specialty building products, including drywall, ceilings, steel framing and other complementary construction products, through branches located across the U.S. and Canada.

Under the terms of the merger agreement, we, through a wholly owned subsidiary, made a cash tender offer to purchase all outstanding shares of GMS common stock for $110 per share.

As a result of the merger, GMS became a direct subsidiary of SRS and an indirect, wholly owned subsidiary of the Company.

We believe the GMS acquisition will enhance SRS's position as a leading multi-category building materials distributor, bringing differentiated capabilities, product categories and customer relationships that are highly complementary to SRS's existing business.

Tariffs and Other Trade Policy Matters

We continue to monitor developments with respect to tariffs and other trade policy matters closely, including impacts from the recent U.S. Supreme Court decision that struck down tariffs imposed under the International Emergency Economic Powers Act.

We have worked, and continue to work, diligently to diversify our global supply chain and to implement other cost mitigation initiatives.

While we experienced increased costs as a result of tariffs in fiscal 2025, our actions, including diversification efforts and some price increases, along with our scale, vendor relationships, experienced internal teams, and other initiatives allowed us to effectively mitigate the impact on our results of operations.

We plan to continue to assess our sourcing and other mitigation strategies to maintain a strong value proposition for our customers and believe we remain well positioned to manage the impact that tariffs in effect as of the date of this filing are expected to have on our business.

As trade policy discussions are ongoing and related developments continue to evolve, we cannot predict with certainty their ultimate impact on our business in future periods, including our results of operations and cash flows.

For more information on these risks and uncertainties see [Part I, Item 1A.](#ieb310d5ce44d4bcfb7f06176b9461b9d_25) [“Risk Facto](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)[r](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)[s](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)[.](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)[”](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For purposes of the following discussion, comparable sales, comparable customer transactions, and comparable average ticket are based upon the comparable 52-week period from fiscal 2024.

The increase in net sales for fiscal 2025 was primarily driven by SRS, which was acquired on June 18, 2024, and GMS, which was acquired on September 4, 2025.

In aggregate, these acquisitions contributed approximately $6.3 billion of incremental net sales during fiscal 2025.

Net sales also increased due to sales from new stores and the impact of a positive comparable sales environment.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

Online sales represented 15.9% of net sales during fiscal 2025 and increased by 8.7% compared to fiscal 2024.

Calculated on a comparable week basis relative to fiscal 2024, online sales increased by 10.4%.

Online sales consist of sales of products generated through websites and mobile applications and does not include results from HD Supply or SRS (including GMS).

For our calculation of comparable sales in fiscal 2025, we compare weeks 1 through 52 in fiscal 2025 against weeks 2 through 53 in fiscal 2024.

Comparable sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP.

Gross profit increased $1.6 billion, or 2.9%, to $54.9 billion in fiscal 2025.

Gross profit as a percent of net sales, or gross profit margin, was 33.3% in fiscal 2025 compared to 33.4% in fiscal 2024.

The decrease in gross profit margin reflects the inclusion of SRS and GMS in our consolidated results, partially offset by lower shrink and certain supply chain benefits within our Primary segment.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

*Note: Fiscal 2025 and fiscal 2023 include 52 weeks.

On July 4, 2025, the legislation commonly referred to as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law in the U.S., which contains a broad range of tax provisions, including the allowance to expense 100% of the cost of qualified property and immediate expensing of domestic research and experimental expenditures.

The above mentioned provisions resulted in a reduction in our fiscal 2025 cash tax payments.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

We expect to make these investments across initiatives supporting our strategy of driving our core and culture, including building new stores and maintaining existing stores, delivering a frictionless, interconnected experience, and winning with Pros.

In May 2025, we terminated all three back-up credit facility agreements and simultaneously entered into a new five-year $3.5 billion credit facility scheduled to expire in May 2030 and a new 364-day $3.5 billion credit facility scheduled to expire in May 2026.

On September 4, 2025, we utilized approximately $2.0 billion of commercial paper borrowings, together with cash on hand, to fund the GMS acquisition.

These borrowings were subsequently repaid with the $2.0 billion of proceeds from our September 2025 senior notes issuance.

Total sales per retail square foot were $599.92 in fiscal 2024.

We utilized a combination of commercial paper borrowings and the issuance of long-term debt, together with cash on hand, to fund the acquisition of SRS, with cash purchase consideration totaling $17.7 billion.

Specifically, in June 2024, leading up to the SRS acquisition on June 18, 2024, we raised commercial paper borrowings of over $15.0 billion to fund the transaction, of which approximately $10.0 billion was then immediately repaid with the proceeds from our issuance of long-term debt.

We have subsequently repaid all of the commercial borrowings used to fund the acquisition and ended fiscal 2024 with $316 million of commercial paper borrowings outstanding.

During fiscal 2024, we also paid $8.9 billion in cash dividends, funded $3.5 billion in capital expenditures, repaid $1.5 billion of long-term debt, and funded $649 million of share repurchases, prior to pausing share repurchases in March 2024.

SRS Acquisition

On March 27, 2024, we entered into a definitive agreement to acquire SRS, a leading residential specialty trade distribution company across several verticals serving the professional roofer, landscaper and pool contractor.

We believe the acquisition of SRS will accelerate the Company’s growth with the Pro.

The acquisition is expected to establish the Company as a leading specialty trade distributor across multiple verticals, complement our existing capabilities, and enable us to better serve complex project purchase occasions with the renovator/remodeler.

| Sales per retail square foot (2) (4) | | | $599.92 | | | | | | $604.55 | | | | | | $627.17 | | | | | | (0.8) | | % | | | | (3.6) | | % |

*(4)Sales per retail square foot represents sales divided by retail store square footage.

Sales per retail square foot is a measure of the efficiency of sales based on the total square footage of our stores and is used by management to monitor the performance of the Company’s retail operations as an indicator of the productivity of owned and leased square footage for these retail operations.*

Net Sales. Fiscal 2024 consisted of 53 weeks compared to 52 weeks in fiscal 2023.

This increase in net sales was partially offset by the impact of a negative comparable sales environment, primarily driven by decreases in comparable customer transactions and comparable average ticket.

Online sales, which consist of sales generated online through our websites and mobile applications for products picked up at our stores or delivered to customer locations, represented 15.1% of net sales and increased by 6.6% during fiscal 2024 compared to fiscal 2023, including the online sales attributable to the additional week in fiscal 2024.

Retail stores become comparable on the Monday following their 52nd week of operation.

Our comparable sales results for fiscal 2024 exclude the 53rd week and compare weeks 1 through 52 in fiscal 2024 to the 52-week period reported for fiscal 2023.

The decrease in comparable average ticket primarily reflects price stabilization relative to last year, slightly offset by demand for new and innovative products.

Gross profit increased $2.3 billion, or 4.6%, to $53.3 billion in fiscal 2024.

Gross profit as a percent of net sales, or gross profit margin, was 33.4% for both fiscal 2024 and fiscal 2023, and primarily reflected lower transportation costs and lower shrink within our Primary segment, offset by the inclusion of SRS in our consolidated results.

The 53rd week increased diluted earnings per share by approximately $0.30 for fiscal 2024.

During fiscal 2024, we made cash payments of $649 million for repurchases of our common stock through open market purchases, prior to pausing share repurchases in March 2024 as discussed above.

The $10.0 billion credit facility also provided that the commitments and any borrowings under that facility would be reduced by the amount of net cash proceeds we receive from any future debt issuance.

In June 2024, leading up to the acquisition of SRS on June 18, 2024, we raised commercial paper borrowings of over $15.0 billion to fund the transaction.

On June 25, 2024, we received the proceeds from the issuance of $10.0 billion of long-term debt, as further discussed below, and immediately used the proceeds to repay approximately $10.0 billion of these commercial paper borrowings.

On June 27, 2024, we terminated the $10.0 billion back-up credit facility, and subsequently reduced our commercial paper program from $19.5 billion to $9.5 billion.

In July 2024, we completed the renewal of our 364-day $1.5 billion credit facility, extending the maturity from July 2024 to July 2025.

In December 2024, we reduced our total credit facilities and concurrently reduced our commercial paper program, each by $2.5 billion.

This reduction included terminating the three-year $1.0 billion back-up credit facility that was scheduled to expire in May 2027 and reducing the aggregate commitments under the 364-day back-up credit facility that is scheduled to expire in May 2025 from $3.5 billion to $2.0 billion.

As discussed above, in June 2024, we issued $10.0 billion of senior notes in connection with the funding of the acquisition of SRS.

Net cash used in investing activities increased by $16.3 billion in fiscal 2024 compared to fiscal 2023, primarily due to higher cash payments for businesses acquired in fiscal 2024, driven by our acquisition of SRS.

The overall decrease in cash flows used in financing activities during fiscal 2024 compared to fiscal 2023 totaled $14.7 billion and was predominantly attributable to the financing of the SRS acquisition and the pause of share repurchases.

Specifically, as discussed above, a combination of commercial paper borrowings, the $10.0 billion long-term debt issuance, along with increased cash on hand resulting from the pause of share repurchases, were utilized in connection with the SRS acquisition.

The commercial paper borrowings which were used specifically to fund the SRS acquisition were all subsequently repaid during the year.

At February [removed: 2, 2025,] [added: 1, 2026,] after giving consideration to our interest rate swap agreements, floating-rate debt principal was [removed: $6.0] [added: $5.4] billion, or approximately [removed: 12%] [added: 11%] of our senior notes portfolio.

Our interest rate swap agreements were in an aggregate liability position of [removed: $795] [added: $558] million at February [removed: 2, 2025.][added: 1, 2026.]

Based on our February [removed: 2, 2025] [added: 1, 2026] floating-rate debt principal, a one percentage point increase in the interest rate of floating-rate debt would increase our annual interest expense by approximately [removed: $60] [added: $54] million.

Our foreign currency related hedging arrangements outstanding at the end of fiscal [removed: 2024] [added: 2025] were not material.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 35 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal [removed: 2024.][added: 2025.]

We offer our customers a wide assortment of [removed: building materials,] home improvement products, [added: building materials,] lawn and garden products, décor products, and facilities MRO products, in stores and online.

As of the end of fiscal [removed: 2024,] [added: 2025,] we operated [removed: 2,347] [added: 2,359] stores located throughout the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico.

We also maintain a network of distribution and fulfillment centers, as well as [removed: a number of] [added: mobile applications and] e-commerce websites in the U.S., [removed: Canada] [added: Canada,] and Mexico.

In fiscal 2024, we acquired SRS, a leading residential specialty trade distribution company [added: across several verticals] engaged in the distribution of residential and commercial roofing [removed: products,] [added: products and] complementary building products, landscape [removed: supplies] [added: supplies,] and swimming pool supplies serving the professional roofer, landscaper, and pool contractor.

At the end of fiscal [removed: 2024, SRS] [added: 2025, SRS, which includes GMS,] operated over [removed: 780 branch] [added: 1,250] locations throughout the [removed: U.S., each] [added: U.S. and Canada, most] of which [removed: has] [added: have] a distribution center, material handling and delivery equipment, and inventory.

[added: Following the GMS acquisition,] SRS is organized as [removed: three] [added: four] different lines of business: roofing and [removed: complementary] building products, [added: interior and construction products,] landscape, and pool.

We believe that [removed: these goals] [added: this strategy] will help us grow faster than the market and deliver value to our shareholders.

- Second, after [removed: meeting the needs of] [added: reinvesting in] the business, we look to pay a quarterly dividend.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 1 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

[removed: The combination of] [added: By] reinvesting in our business to drive [removed: higher sales] [added: growth] and [removed: driving productivity to lower costs allows us] [added: productivity, we are able] to improve [removed: our] [added: the] customer experience, increase our competitiveness in the market, and deliver shareholder value.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i67080f5ae94d4415b551275add3209ce_52)][added: Operations.](#ieb310d5ce44d4bcfb7f06176b9461b9d_52)]

Our associates assist these customers both in our stores and through [removed: online] [added: digital] resources [removed: and other media] designed to provide product and project knowledge.

As the preferences and behaviors of our DIY customers [removed: are changing,] [added: change,] we are [removed: investing] [added: continuing to invest] in capabilities to better meet [removed: the] [added: their] evolving [removed: expectations of these customers.][added: expectations.]

These customers are primarily professional renovators/remodelers, general contractors, [removed: small to medium] homebuilders, maintenance professionals, handymen, property managers, building service contractors and specialty tradespeople, such as electricians, landscapers, [added: insulation installers,] plumbers, painters, pool contractors, [added: roofers,] and [removed: roofers.][added: wallboard and ceiling installers.]

These customers build, renovate, remodel, repair, and maintain residential properties, multifamily properties, hospitality properties, and commercial facilities, including [removed: education,] [added: educational,] healthcare, [removed: government,] [added: governmental,] institutional, and office [removed: buildings.][added: buildings, as well as data centers.]

We remain focused on providing a customized [removed: online experience,] [added: digital experience tailored to Pros’ needs,] a dedicated sales force, a broad [added: and deep] assortment of Pro-focused products and brands, an extensive delivery network, our Pro Xtra loyalty program, and enhanced credit offerings.

Building on our historical strength as a destination for [removed: urgent purchase needs,] [added: all Pros,] we are [removed: investing] [added: continuing to invest] in differentiated capabilities that will help us better serve our Pros’ [removed: complex purchase] needs, including differentiated fulfillment options, [added: preferred pricing,] additional trade credit offerings including our Pro [removed: House Account] [added: Trade Credit] program, more [added: convenient locations and] showroom space, and [removed: an enhanced] [added: technology tools designed to streamline] order management [removed: system.][added: and project planning and management.]

Currently, we offer installation services in a variety of categories, such as flooring, water heaters, bath, garage doors, cabinets, cabinet makeovers, countertops, sheds, furnaces and central air systems, [added: windows,] and [removed: windows.][added: window coverings.]

In addition to serving our DIFM customer needs, we believe our focus on [removed: the] Pros who perform services for these customers helps us drive higher product sales.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 2 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

Our online product offerings complement our stores by serving as an extended aisle, and we offer a significantly broader product assortment through our [removed: websites and] mobile [removed: applications,] [added: applications and websites,] including homedepot.com, our primary website; homedepot.ca and homedepot.com.mx, our websites in Canada and Mexico, respectively; hdsupply.com, our website for our MRO products and related services; our websites for custom window [removed: coverings] [added: coverings,] including blinds.com, justblinds.com and americanblinds.com; [added: constructionresourcesusa.com, our website for design-oriented surfaces, appliances and architectural specialty products for Pros;] thecompanystore.com, our website featuring textiles and décor products; and srsdistribution.com, heritagelandscapesupplygroup.com, [removed: and] heritagepoolsupplygroup.com, [added: and gms.com,] our websites serving the roofing and [added: exterior] building materials, [removed: landscape and] [added: landscape,] pool [added: product, and interior building] product needs of specialty [added: trade] Pros, respectively.

[removed: We believe our] [added: Our] merchandising organization [removed: is a key competitive advantage, delivering] [added: delivers] product innovation, assortment and value, which reinforces our position as the product authority in home [removed: improvement.][added: improvement and is one of our distinctive competitive advantages.]

At the same time, we remain focused on offering the right products at everyday [removed: values] [added: value] in our stores and online.

To [removed: help our merchandising organization] keep pace with changing customer expectations and increasing desire for innovation, localization, and personalization, we [removed: are continuing] [added: continue] to invest in tools to better leverage our data and drive a deeper level of collaboration with our suppliers.

As a result, we continue to focus on enhanced merchandising information technology tools to help us: (1) enhance an interconnected shopping experience [removed: that remains] tailored to our customers’ shopping intent and location; (2) provide the best value in the market; and (3) optimize our product assortments.

Our merchandising team leverages technology and works closely with our inventory and supply chain teams, as well as our suppliers, to manage our assortments, drive innovation, manage the cost environment, and adjust inventory levels to respond to [removed: fluctuations] [added: shifts] in demand.

We also provide tool and equipment rentals at [removed: locations across the U.S. and Canada,] [added: many locations,] providing value and convenience for both Pros and consumers.

To improve the customer experience and continue to grow this differentiated service offering, we [removed: are continuing] [added: continue] to invest in more tool rental locations, more tools, and better technology.

During fiscal [removed: 2024,] [added: 2025,] in addition to our U.S. sourcing operations, we maintained sourcing offices in Mexico, Canada, [removed: China,] India, Vietnam, [removed: Taiwan,] [added: Taiwan] and [added: China, as well as certain locations in] Europe.

To drive accountability with our suppliers, our standard supplier buying agreement also includes a factory audit right related to these standards, and we conduct risk-based factory audits and compliance visits with [removed: non-Canada and non-U.S. suppliers of private branded and direct import products.]

Our [removed: 2024] [added: 2025] Responsible Sourcing Report, available on our [added: Investor Relations] website at [removed: https://corporate.homedepot.com] [added: https://ir.homedepot.com] under [removed: “Responsibility > Sourcing Responsibly,”] [added: “Sustainability,”] provides more information about this program.

In addition, we have both quality assurance and engineering resources dedicated to establishing criteria and overseeing compliance with safety, [removed: quality] [added: quality,] and performance standards for our private branded products.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 3 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

We [removed: continuously] [added: regularly] assess our merchandising departments and product lines for opportunities to expand the assortment of products offered within The Home Depot’s portfolio of proprietary and exclusive brands.

As a result, we face competition for customers for our products and services from a variety of [removed: retailers,] [added: retailers (including those operating reseller marketplaces),] suppliers, service providers, [removed: and] distributors and manufacturers that sell products directly to their respective customer bases.

[removed: The internet facilitates] [added: Online and other digital capabilities, as well as AI tools, facilitate] competitive entry, price transparency, and comparison shopping, increasing the level of competition we face.

Our Pros also look for dedicated sales support, competitive credit and pricing options, project planning tools, [added: professional] and [added: reliable deliveries, and] product depth and job-lot quantities, particularly for their complex [removed: purchase] [added: project] needs.

Furthermore, with respect to delivery options, customers are seeking faster and/or guaranteed delivery times, [added: real-time updates on delivery status,] low-price or free shipping, and/or convenient pickup options.

In fiscal 2025, SRS completed the acquisition of GMS, a leading distributor of specialty building products, including drywall, ceilings, steel framing and other complementary construction products.

The Home Depot is focused on leveraging its distinct competitive advantages – our brand, excellent customer service, product authority in home improvement, knowledgeable associates and culture, scale, premier real estate portfolio, digital and interconnected experience, supply chain network, and our deep relationships with Pros – to take advantage of the significant growth opportunities in the highly fragmented markets in which we operate.

In fiscal 2025, we strategically invested across our business to advance our growth strategy:

- Drive our core and culture by supporting our associates so that they can deliver the best customer experience in home improvement;

- Deliver a frictionless interconnected customer experience, regardless of whether our customers choose to engage and shop with us in-store or through our digital properties; and

- Win with Pros through our differentiated value proposition and ecosystem of capabilities.

Driven by our core values, our Inverted Pyramid model reminds us who matters most – our customers and our associates.

These values, embedded in our culture since the Company’s founding, continue to guide us as our business evolves.

In fiscal 2025, we invested $3.7 billion in capital expenditures across initiatives supporting our strategy of driving our core and culture, including building new stores and maintaining existing stores, delivering a frictionless, interconnected experience, and winning with Pros.

SRS also acquired GMS to accelerate the vision of becoming a leading, multi-category building materials distributor.

We continue to focus on driving productivity throughout the business, including by leveraging technology to drive efficiency in freight flow management, supply chain optimization, and streamlining central processes.

In fiscal 2025, we returned $9.2 billion to shareholders in the form of cash dividends, following a 2.2% increase in our quarterly cash dividend from $2.25 per share to $2.30 per share announced in February 2025.

Pros

The acquisition of GMS by SRS in fiscal 2025 further expanded our ability to serve Pros by adding specialty interior building products such as wallboard, ceilings, steel framing and complementary products for residential and commercial projects.

We believe these investments in differentiated capabilities support our goal to serve as the preferred partner for our Pros across their entire project, giving them the choice to streamline their purchasing to optimize efficiency and complete their jobs on time and on budget.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

The strong strategic relationships that our merchandising organization builds with our vendors position us to deliver on our goals for our customers and offer a compelling business proposition for these market-leading suppliers.

As part of our focus on product differentiation, we have formed strategic alliances and exclusive relationships with certain suppliers to market products under a variety of well-recognized brand names.

We have also developed relationships with certain suppliers to allow us to offer proprietary products that are comparable to national brands.

These proprietary products help differentiate us from other retailers and generally carry higher margins than national brand products.

For many years, we have worked to diversify our global supply chain.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

non-Canada and non-U.S. suppliers of private branded and direct import products.

When we discuss the “interconnected experience,” we are referring to our customers’ many touchpoints across our physical and digital assets throughout their entire shopping journey.

Home Depot is primarily a project retailer, and it is our goal to help customers solve problems across their entire project.

We aim to provide the best experience across our physical and digital assets, throughout the entire shopping journey from inspiration to post-purchase support, and we believe that engagement with customers across different touchpoints has driven increases in sales.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

In addition, we are leveraging AI tools to improve our search, recommendations, and chat features, and offering new AI-powered customer-facing tools such as Magic ApronTM, which supports customers and associates with online product and project inquiries, and our AI-powered Blueprint Takeoffs Tool and Material List Builder, which generate project-specific materials lists and quotes.

We also recognize that another critical part of delivering an excellent customer experience in the store is having products on our shelves, and we have enhanced our use of technology such as Computer Vision, which provides greater visibility into where product is located, including both on shelves and in the overhead space, enabling us to drive higher on-shelf availability.

We expect to complete this goal of approximately 80 new stores in fiscal 2027, after which point we plan to open approximately 15 to 20 new stores per year.

Our

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

In addition, we are using labor model tools to better align associate activity with customer needs.

This includes transitioning more of our store tasking to our merchandising execution team (MET), leveraging MET associates’ expertise to reinforce in-aisle associates’ focus on excellent customer service.

With that investment now largely complete, our supply chain initiatives have positioned us to operate effectively and meet our customers’ needs for product availability and fast, reliable delivery.

Our 'ship from best location' initiative seeks to optimize delivery speed, reliability, cost, and capacity by leveraging machine learning algorithms to route orders to the optimal fulfillment node.

We are deploying a new delivery method called FDC Relay, which leverages our existing FDCs to enhance our performance in our current FDC markets and broadens our reach across a greater number of markets.

We

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

The retail landscape has changed rapidly over the past several years, with a complex macroeconomic environment and customer expectations continually evolving.

In fiscal 2024, our strategy allowed us to continue to execute at a high level despite continued pressure on home improvement demand from high interest rates and macroeconomic uncertainty.

We continued our strategic investments aimed at creating an interconnected, frictionless shopping experience that enables our customers to seamlessly blend the digital and physical worlds, growing our market share with Pros through our ecosystem of capabilities, and building new stores.

Going forward, we will continue to leverage the momentum of these investments and invest in our business in support of the following goals:

- We intend to provide the best customer experience in home improvement and develop differentiated capabilities for our customers;

- We intend to extend our position as the low-cost provider in home improvement; and

- We intend to be the most efficient investor of capital in home improvement.

We are steadfast in our commitments to focus on our people, operate sustainably, and strengthen our communities, and we believe being informed by other stakeholder perspectives will drive shareholder value creation.

In fiscal 2024, we invested $3.5 billion in capital expenditures to support our business, advance our goals, and continue to build an interconnected customer experience.

We also acquired SRS to accelerate our growth with Pros.

We continue to focus on driving productivity throughout the business by lowering our product and transportation costs, and in fiscal 2024 we executed a plan to reduce our fixed cost structure by approximately $500 million.

In fiscal 2024, we returned $8.9 billion to shareholders in the form of cash dividends.

We also returned $0.6 billion to shareholders in the form of share repurchases prior to pausing share repurchases in March 2024 in anticipation of the SRS acquisition.

Professional Customers (or “Pros”)

To remain the product authority, we must continue to bring new and innovative products to our customers that help simplify their projects, from the Pro’s need for job-lot quantities of specialized products to DIY customers seeking products to reduce their environmental impacts.

To ensure that suppliers adhere to our high standards of social and environmental responsibility, we also have a global responsible sourcing program.

These investments included wayfinding signage and store refresh packages; self-service lockers, online order storage areas and curbside service to enable convenient online order pickup options; electronic shelf label capabilities; and the re-design of front-end areas, including reconfigured service desks, improved layouts in checkout areas, and expanded and enhanced self-checkout options.

To further support productivity, we leverage Computer Vision in our U.S. Home Depot stores, which provides greater visibility into where product is located, including both on the shelves and in the overhead space, enabling strategically-directed tasking and improving on-shelf availability.

Our efforts are focused on ensuring product availability and increasing the speed and reliability of delivery for our customers while managing our costs.

Our supply chain investments have helped us to operate effectively and meet our customers’ needs, even with the challenging economic environment over the past few years.

| United States | | | | | | 419,600 | | | | | | 89.3 | | % |

| Canada | | | | | | 32,000 | | | | | | 6.8 | | % |

| Mexico | | | | | | 18,200 | | | | | | 3.9 | | % |

| Total | | | | | | 470,100 | | | | | | 100% | | |

————

Below is the demographic data for our U.S. associates as of the end of fiscal 2024:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Associate Population | | | | | | Race/Ethnicity | | | | | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | |

| | | | % Minority | | | | | | % White | | | | | | % Undisclosed | | | | | | % Female | | | | | | % Male | | | | | | % Undisclosed | | | | | |

| U.S. Workforce | | | | | | 50% | | | | | | 48% | | | | | | 2% | | | | | | 36% | | | | | | 63% | | | | | | 1% | | |

| U.S. Managers & Above (1) | | | | | | 39% | | | | | | 60% | | | | | | 1% | | | | | | 34% | | | | | | 65% | | | | | | 1% | | |

| U.S. Officers | | | | | | 27% | | | | | | 72% | | | | | | 1% | | | | | | 32% | | | | | | 68% | | | | | | 1% | | |

*(1) Does not include officers.*

Our careers website personalizes the user’s experience based on jobseeker location and searching behavior.

The Company is party to various legal proceedings arising in the ordinary course of its business but is not currently a party to any legal proceeding that management believes will have a material adverse effect on our consolidated financial [removed: position or our] [added: position,] results of [removed: operations.][added: operations, or cash flows.]

[removed: As previously reported, in April 2021] [added: Accordingly, below] we [removed: entered into a] [added: have provided an update regarding the] civil consent decree [added: we entered into] with the U.S. Department of Justice, the EPA, and the states of Utah, Massachusetts, and Rhode [removed: Island.][added: Island in April 2021.]

[removed: The] [added: As previously reported, the] decree required certain changes to lead-safe work practices in our installation services business and provided for stipulated penalties for failure to perform by third-party installers.

In the second quarter of fiscal 2025, we made the final payment of stipulated penalties owed under the decree, and in the fourth quarter of fiscal 2025 the decree was formally terminated.

The aggregate amount of stipulated penalties paid to the EPA under the decree totaled approximately $1.7 million, and we have collected fines from our third-party installers for this amount.

In the first quarter of fiscal 2023, the EPA informed us that it believes we owe certain penalties for violations by third-party installers of documentation requirements under the decree.

We are engaged in discussions with the EPA regarding the basis for the stipulated penalties we allegedly owe under the decree.

While we cannot predict the amount of stipulated penalties we may ultimately owe to the EPA under the decree, we do not expect it to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

Further, we expect to recoup any amount we ultimately owe from corresponding fines we levy against our third-party installers.

As previously reported, in December 2023, the Home Depot received a notice of violation from the State of Washington Department of Ecology (the “DOE”) alleging sales to customers in Washington of a refrigerant that was generally prohibited from retail sale by the state in 2022.

In June 2024, the DOE issued Home Depot a notice of penalty assessing a civil penalty of approximately $1.6 million for the alleged violations, which we resolved and paid.

For the fiscal year ended February [removed: 2, 2025][added: 1, 2026]

[removed: ][added: ]

The aggregate market value of voting common stock held by non-affiliates of the registrant on [removed: July 26, 2024] [added: August 1, 2025] was [removed: $356.9] [added: $371.8] billion.

The number of shares outstanding of the registrant’s common stock as of March [removed: 5, 2025] [added: 4, 2026] was [removed: 994,032,168] [added: 996,011,466] shares.

Portions of the registrant’s proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference in Part III of this Form 10-K to the extent described herein.

| [Commonly Used or Defined [removed: Terms](#i67080f5ae94d4415b551275add3209ce_10)] [added: Terms](#ieb310d5ce44d4bcfb7f06176b9461b9d_10)] | | | | | | [removed: [ii](#i67080f5ae94d4415b551275add3209ce_10)] [added: [ii](#ieb310d5ce44d4bcfb7f06176b9461b9d_10)] | | |

| [Forward-Looking [removed: Statements](#i67080f5ae94d4415b551275add3209ce_13)] [added: Statements](#ieb310d5ce44d4bcfb7f06176b9461b9d_13)] | | | | | | [removed: [iii](#i67080f5ae94d4415b551275add3209ce_13)] [added: [iii](#ieb310d5ce44d4bcfb7f06176b9461b9d_13)] | | |

| Item 1. | | | [removed: [Business](#i67080f5ae94d4415b551275add3209ce_22).] [added: [Business](#ieb310d5ce44d4bcfb7f06176b9461b9d_22).] | | | [removed: [1](#i67080f5ae94d4415b551275add3209ce_22)] [added: [1](#ieb310d5ce44d4bcfb7f06176b9461b9d_22)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i67080f5ae94d4415b551275add3209ce_25).] [added: Factors](#ieb310d5ce44d4bcfb7f06176b9461b9d_25).] | | | [removed: [9](#i67080f5ae94d4415b551275add3209ce_25)] [added: [9](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i67080f5ae94d4415b551275add3209ce_28).] [added: Comments](#ieb310d5ce44d4bcfb7f06176b9461b9d_28).] | | | [removed: [21](#i67080f5ae94d4415b551275add3209ce_28)] [added: [22](#ieb310d5ce44d4bcfb7f06176b9461b9d_28)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i67080f5ae94d4415b551275add3209ce_31).] [added: [Cybersecurity](#ieb310d5ce44d4bcfb7f06176b9461b9d_31).] | | | [removed: [22](#i67080f5ae94d4415b551275add3209ce_31)] [added: [22](#ieb310d5ce44d4bcfb7f06176b9461b9d_31)] | | |

| Item 2. | | | [removed: [Properties](#i67080f5ae94d4415b551275add3209ce_34).] [added: [Properties](#ieb310d5ce44d4bcfb7f06176b9461b9d_34).] | | | [removed: [23](#i67080f5ae94d4415b551275add3209ce_34)] [added: [24](#ieb310d5ce44d4bcfb7f06176b9461b9d_34)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i67080f5ae94d4415b551275add3209ce_37).] [added: Proceedings](#ieb310d5ce44d4bcfb7f06176b9461b9d_37).] | | | [removed: [25](#i67080f5ae94d4415b551275add3209ce_37)] [added: [25](#ieb310d5ce44d4bcfb7f06176b9461b9d_37)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i67080f5ae94d4415b551275add3209ce_40).] [added: Disclosures](#ieb310d5ce44d4bcfb7f06176b9461b9d_40).] | | | [removed: [25](#i67080f5ae94d4415b551275add3209ce_40)] [added: [25](#ieb310d5ce44d4bcfb7f06176b9461b9d_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i67080f5ae94d4415b551275add3209ce_46).] [added: Securities](#ieb310d5ce44d4bcfb7f06176b9461b9d_46).] | | | [removed: [26](#i67080f5ae94d4415b551275add3209ce_46)] [added: [26](#ieb310d5ce44d4bcfb7f06176b9461b9d_46)] | | |

| Item 6. | | | [removed: [Reserved](#i67080f5ae94d4415b551275add3209ce_49).] [added: [Reserved](#ieb310d5ce44d4bcfb7f06176b9461b9d_49).] | | | [removed: [27](#i67080f5ae94d4415b551275add3209ce_49)] [added: [27](#ieb310d5ce44d4bcfb7f06176b9461b9d_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i67080f5ae94d4415b551275add3209ce_52).] [added: Operations](#ieb310d5ce44d4bcfb7f06176b9461b9d_52).] | | | [removed: [27](#i67080f5ae94d4415b551275add3209ce_52)] [added: [27](#ieb310d5ce44d4bcfb7f06176b9461b9d_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i67080f5ae94d4415b551275add3209ce_79).] [added: Risk](#ieb310d5ce44d4bcfb7f06176b9461b9d_79).] | | | [removed: [35](#i67080f5ae94d4415b551275add3209ce_79)] [added: [35](#ieb310d5ce44d4bcfb7f06176b9461b9d_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i67080f5ae94d4415b551275add3209ce_82).] [added: Data](#ieb310d5ce44d4bcfb7f06176b9461b9d_82).] | | | [removed: [36](#i67080f5ae94d4415b551275add3209ce_82)] [added: [36](#ieb310d5ce44d4bcfb7f06176b9461b9d_82)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i67080f5ae94d4415b551275add3209ce_145).] [added: Disclosure](#ieb310d5ce44d4bcfb7f06176b9461b9d_145).] | | | [removed: [71](#i67080f5ae94d4415b551275add3209ce_145)] [added: [73](#ieb310d5ce44d4bcfb7f06176b9461b9d_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i67080f5ae94d4415b551275add3209ce_148).] [added: Procedures](#ieb310d5ce44d4bcfb7f06176b9461b9d_148).] | | | [removed: [72](#i67080f5ae94d4415b551275add3209ce_148)] [added: [73](#ieb310d5ce44d4bcfb7f06176b9461b9d_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i67080f5ae94d4415b551275add3209ce_154).] [added: Information](#ieb310d5ce44d4bcfb7f06176b9461b9d_154).] | | | [removed: [74](#i67080f5ae94d4415b551275add3209ce_154)] [added: [75](#ieb310d5ce44d4bcfb7f06176b9461b9d_154)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i67080f5ae94d4415b551275add3209ce_157).] [added: Inspections](#ieb310d5ce44d4bcfb7f06176b9461b9d_157).] | | | [removed: [74](#i67080f5ae94d4415b551275add3209ce_157)] [added: [75](#ieb310d5ce44d4bcfb7f06176b9461b9d_157)] | | |

| [PART [removed: III](#i67080f5ae94d4415b551275add3209ce_160)] [added: III](#ieb310d5ce44d4bcfb7f06176b9461b9d_160)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i67080f5ae94d4415b551275add3209ce_163).] [added: Governance](#ieb310d5ce44d4bcfb7f06176b9461b9d_163).] | | | [removed: [74](#i67080f5ae94d4415b551275add3209ce_163)] [added: [75](#ieb310d5ce44d4bcfb7f06176b9461b9d_163)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i67080f5ae94d4415b551275add3209ce_166).] [added: Compensation](#ieb310d5ce44d4bcfb7f06176b9461b9d_166).] | | | [removed: [75](#i67080f5ae94d4415b551275add3209ce_166)] [added: [76](#ieb310d5ce44d4bcfb7f06176b9461b9d_166)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i67080f5ae94d4415b551275add3209ce_169).] [added: Matters](#ieb310d5ce44d4bcfb7f06176b9461b9d_169).] | | | [removed: [75](#i67080f5ae94d4415b551275add3209ce_169)] [added: [76](#ieb310d5ce44d4bcfb7f06176b9461b9d_169)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i67080f5ae94d4415b551275add3209ce_172).] [added: Independence](#ieb310d5ce44d4bcfb7f06176b9461b9d_172).] | | | [removed: [76](#i67080f5ae94d4415b551275add3209ce_172)] [added: [77](#ieb310d5ce44d4bcfb7f06176b9461b9d_172)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i67080f5ae94d4415b551275add3209ce_175).] [added: Services](#ieb310d5ce44d4bcfb7f06176b9461b9d_175).] | | | [removed: [76](#i67080f5ae94d4415b551275add3209ce_175)] [added: [77](#ieb310d5ce44d4bcfb7f06176b9461b9d_175)] | | |

| [PART [removed: IV](#i67080f5ae94d4415b551275add3209ce_178)] [added: IV](#ieb310d5ce44d4bcfb7f06176b9461b9d_178)] | | | | | | | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i67080f5ae94d4415b551275add3209ce_181).] [added: Schedules](#ieb310d5ce44d4bcfb7f06176b9461b9d_181).] | | | [removed: [76](#i67080f5ae94d4415b551275add3209ce_181)] [added: [77](#ieb310d5ce44d4bcfb7f06176b9461b9d_181)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i67080f5ae94d4415b551275add3209ce_184).] [added: Summary](#ieb310d5ce44d4bcfb7f06176b9461b9d_184).] | | | [removed: [79](#i67080f5ae94d4415b551275add3209ce_184)] [added: [80](#ieb310d5ce44d4bcfb7f06176b9461b9d_184)] | | |

| [removed: [SIGNATURES](#i67080f5ae94d4415b551275add3209ce_187)] [added: [SIGNATURES](#ieb310d5ce44d4bcfb7f06176b9461b9d_187)] | | | | | | [removed: [80](#i67080f5ae94d4415b551275add3209ce_187)] [added: [81](#ieb310d5ce44d4bcfb7f06176b9461b9d_187)] | | |

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | i | | | [removed: ] [added: ] | | |

[Table [removed: of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

| Comparable sales | | | | | | As defined in the [Results of [removed: Operations](#i67080f5ae94d4415b551275add3209ce_61)] [added: Operations](#ieb310d5ce44d4bcfb7f06176b9461b9d_61)] section of MD&A | | |

| fiscal [removed: 2022] [added: 2025] | | | | | | Fiscal year ended [removed: January 29, 2023] [added: February 1, 2026] (includes 52 weeks) | | |

| fiscal [removed: 2025] [added: 2026] | | | | | | Fiscal year ending [removed: February 1, 2026] [added: January 31, 2027] (includes 52 weeks) | | |

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | ii | | | [removed: ] [added: ] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

| [PART I](#ieb310d5ce44d4bcfb7f06176b9461b9d_19) | | | | | | | | |

| [PART II](#ieb310d5ce44d4bcfb7f06176b9461b9d_43) | | | | | | | | |

| AI | | | | | | Artificial intelligence | | |

| FDC | | | | | | Flatbed distribution centers | | |

| GMS | | | | | | GMS Inc. | | |

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

| [PART I](#i67080f5ae94d4415b551275add3209ce_19) | | | | | | | | |

| [PART II](#i67080f5ae94d4415b551275add3209ce_43) | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2024 Form 10-K | | | 21 | | |  | | |

[Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)

We continue to make investments to enhance our ability to identify, protect [removed: from and] [added: against,] detect [added: and respond to] security risks within our environment.

In the event we identify a cybersecurity incident, we have defined procedures to respond to and recover from [removed: such] [added: the] incident as quickly as possible.

The IRT uses a detailed incident response plan that outlines and coordinates the actions we take to prepare for, detect, respond to and recover from cybersecurity [removed: incidents, which include processes to triage, assess the severity of, escalate, contain, investigate, and remediate an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.][added: incidents.]

Training. We provide data security and privacy awareness [removed: and] training to all associates upon hire and on an annual basis, with additional customized, role-based training provided to targeted internal audiences.

Using a risk-based approach, we perform diligence and security risk assessments for certain vendors and service providers and include appropriate [added: cybersecurity and data protection] obligations in our contractual arrangements.

Cybersecurity Risks. We have [added: in the past experienced, and may in the future experience, cybersecurity incidents; however, we have] not experienced any [removed: material] cybersecurity incidents [added: that we have determined to be material] in the past fiscal year.

“Risk [removed: Factors.”](#i67080f5ae94d4415b551275add3209ce_25)][added: Factors.”](#ieb310d5ce44d4bcfb7f06176b9461b9d_25)]

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 22 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

At the Board [removed: of Directors (the “Board”)] level, cybersecurity is overseen by the Board and [removed: by] the [removed: Board’s] Audit Committee, which has primary responsibility for overseeing [added: data protection,] cybersecurity and privacy [removed: risks.][added: matters.]

[removed: During] [added: In addition, since the beginning of] fiscal [removed: 2024,] [added: 2025,] the Board and/or the Audit Committee [added: have] received [removed: quarterly] reports on [removed: privacy,] data [removed: protection and/or] [added: protection,] cybersecurity [added: and/or privacy] matters from senior information technology (“IT”) leaders, including our Chief Information Officer [removed: (“CIO”) and] [added: (“CIO”),] CISO, [removed: as well as] [added: Chief Privacy Officer, and] the Chair of our Data Security and Privacy Governance Committee (discussed below).

Periodically, our Board receives presentations on [removed: cybersecurity] [added: these] matters from third-party [removed: cybersecurity] experts.

Our CISO, who reports to our CIO, joined the Company in 2021 after working with the Company as a third-party consultant [removed: since] [added: beginning in] 2019.

Our CISO leads a team of [removed: over 500] associates focused on cybersecurity.

They are led by our Data Security and Privacy Governance Committee, which provides management-level governance over cybersecurity [added: and privacy] matters, including discussion of cybersecurity [added: and privacy] priorities, emerging risks, awareness and training programs, risk mitigation efforts, and regulatory compliance.

It is chaired by our CISO and composed of Company technology [removed: leaders] [added: leaders,] as well as a cross-functional group of representatives from other departments.

Cybersecurity risks are reviewed as part of our enterprise risk management processes, with findings integrated into our overall risk management strategy.

In fiscal 2025, our Board held a session dedicated to cybersecurity and business continuity.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2025 Form 10-K | | | 23 | | |  | | |

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

Despite our efforts, our cybersecurity risk management processes may not be fully implemented, complied with or effective in preventing or mitigating future cybersecurity risks.

In addition, our Board held a meeting dedicated to cybersecurity topics.

The following table presents the percentage of our owned versus leased facilities in operation within our Primary segment at the end of fiscal [removed: 2024,] [added: 2025,] along with the total square footage:

| Distribution and fulfillment centers and warehouses (2) | | | 3 | | % | | | | 97 | | % | | | | [removed: 108.3] [added: 104.7] | | |

| Offices and other (3) | | | 27 | | % | | | | 73 | | % | | | | [removed: 4.7] [added: 4.6] | | |

| Total Primary segment | | | | | | | | | | | | | | | [removed: 356.5] [added: 354.0] | | |

*(2)We operated over 500 distribution and fulfillment centers and warehouses at the end of fiscal [removed: 2024.*][added: 2025.*]

We also operated over [removed: 780 SRS branch] [added: 1,250] locations [added: within our SRS non-reportable operating segments] throughout the U.S. [added: and Canada] at the end of fiscal [removed: 2024,] [added: 2025,] the majority of which are leased.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | [removed: 23] [added: 24] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

The following table presents our U.S. store locations (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam) within our Primary segment at the end of fiscal [removed: 2024:][added: 2025:]

| Arizona | | | [removed: 59] [added: 60] | | | | | | Maine | | | 11 | | | | | | Oregon | | | 27 | | |

| Florida | | | [removed: 161] [added: 163] | | | | | | Montana | | | 6 | | | | | | Texas | | | [removed: 187] [added: 190] | | |

| Idaho | | | [removed: 11] [added: 13] | | | | | | New Jersey | | | 67 | | | | | | Virginia | | | [removed: 50] [added: 51] | | |

| Illinois | | | 76 | | | | | | New Mexico | | | 13 | | | | | | Washington | | | [removed: 47] [added: 48] | | |

| | | | | | | | | | | | | | | | | | | Total U.S. | | | [removed: 2,025] [added: 2,035] | | |

The following table presents our store locations outside of the U.S. within our Primary segment at the end of fiscal [removed: 2024:][added: 2025:]

| Alberta | | | 27 | | | | | | Aguascalientes | | | 2 | | | | | | Nayarit | | | [removed: 1] [added: 2] | | |

| | | | | | | | | | Guerrero | | | 2 | | | | | | Tamaulipas | | | [removed: 5] [added: 6] | | |

| | | | | | | | | | | | | | | | | | | Total Mexico | | | [removed: 140] [added: 142] | | |

| Stores (1) | | | 90 | | % | | | | 10 | | % | | | | 244.7 | | |

| Stores (1) | | | 89 | | % | | | | 11 | | % | | | | 243.5 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2024 Form 10-K | | | 24 | | |  | | |

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 25 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

At March [removed: 5, 2025,] [added: 4, 2026,] there were approximately [removed: 101,000] [added: 97,000] holders of record of our common stock and approximately [removed: 5,678,000] [added: 6,159,000] additional “street name” holders whose shares are held of record by banks, brokers, and other financial institutions.

The graph and table below present our cumulative total shareholder returns relative to the performance of the S&P 500 Consumer Discretionary Distribution & Retail Index (the “S&P [added: 500] Retail [removed: Composite] Index”) and the S&P 500 Index for the five most recent fiscal years.

The graph assumes $100 was invested at the closing price of our common stock on the NYSE and in each index on the last trading day of the fiscal year ended [removed: February 2, 2020] [added: January 31, 2021] and assumes that all dividends were reinvested on the date paid.

[removed: ][added: ]

| | | | [removed: February 2, 2020 | | | | | |] January 31, 2021 | | | | | | January 30, 2022 | | | | | | January 29, 2023 | | | | | | January 28, 2024 | | | | | | February 2, 2025 | | | [added: | | | February 1, 2026 | | |]

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 26 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

The following table presents the number and average price of shares purchased by the Company in each fiscal month of the fourth quarter of fiscal [removed: 2024:][added: 2025:]

| December [removed: 23, 2024] [added: 29, 2025] – February [removed: 2, 2025] [added: 1, 2026] | | | | | | [removed: 2,694] [added: 943] | | | | | | [removed: 395.74] [added: 371.52] | | | | | | — | | | | | | 11,657,503,041 | | |

*(1)These amounts [removed: include] [added: reflect] deemed repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, [removed: 2022, and our 1997 Omnibus Stock Incentive Plan (collectively, the “Plans”).][added: 2022 (the “Omnibus Plan”).]

Under the [removed: Plans,] [added: Omnibus Plan,] participants surrender shares as payment of applicable tax withholding on the vesting of restricted stock.

Participants in the [removed: Plans] [added: Omnibus Plan] 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 [removed: Plans] [added: Omnibus Plan] are repurchased pursuant to the terms of the [removed: Plans] [added: Omnibus Plan] and applicable award agreement and not pursuant to publicly announced share repurchase programs.*

SALES OF [removed: UNREGISTERED] [added: UNREGISTERED] SECURITIES

During the fourth quarter of fiscal [removed: 2024,] [added: 2025,] we issued [removed: 436] [added: 545] 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 fourth quarter of fiscal [removed: 2024] [added: 2025] to the accounts of those non-employee directors who elected to receive all or a portion of [removed: board] [added: 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 [removed: the] [added: this] plan.

During the fourth quarter of fiscal [removed: 2024,] [added: 2025,] we credited [removed: 5,865] [added: 6,918] 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 Home Depot | | | $ | 100.00 | | | | | $ | 138.17 | | | | | $ | 122.37 | | | | | $ | 141.11 | | | | | $ | 167.62 | | | | | $ | 156.25 | |

| S&P 500 Retail Index | | | 100.00 | | | | | | 105.90 | | | | | | 87.69 | | | | | | 116.82 | | | | | | 161.20 | | | | | | 164.12 | | |

| S&P 500 Index | | | 100.00 | | | | | | 120.99 | | | | | | 112.94 | | | | | | 137.90 | | | | | | 172.65 | | | | | | 200.82 | | |

| November 3, 2025 – November 30, 2025 | | | | | | 13,941 | | | | | | $ | 361.57 | | | | | — | | | | | | $ | 11,657,503,041 | |

| December 1, 2025 – December 28, 2025 | | | | | | 822 | | | | | | 350.68 | | | | | | — | | | | | | 11,657,503,041 | | |

| | | | | | | 15,706 | | | | | | 361.59 | | | | | | — | | | | | | | | |

We paused share repurchases in March 2024 and have not resumed share repurchase activity as of February 1, 2026.*

| The Home Depot | | | $ | 100.00 | | | | | $ | 121.58 | | | | | $ | 167.98 | | | | | $ | 148.77 | | | | | $ | 171.56 | | | | | $ | 203.78 | |

| S&P Retail Composite Index | | | 100.00 | | | | | | 141.39 | | | | | | 149.72 | | | | | | 123.99 | | | | | | 165.17 | | | | | | 227.91 | | |

| S&P 500 Index | | | 100.00 | | | | | | 117.24 | | | | | | 141.84 | | | | | | 132.41 | | | | | | 161.67 | | | | | | 202.40 | | |

| October 28, 2024 – November 24, 2024 | | | | | | 8,166 | | | | | | $ | 411.08 | | | | | — | | | | | | $ | 11,657,503,041 | |

| November 25, 2024 – December 22, 2024 | | | | | | 3,650 | | | | | | 422.79 | | | | | | — | | | | | | 11,657,503,041 | | |

| | | | | | | 14,510 | | | | | | 411.18 | | | | | | — | | | | | | | | |

As previously disclosed, we paused share repurchases in March 2024.*

| [Report of Independent Registered Public Accounting [removed: Firm](#i67080f5ae94d4415b551275add3209ce_85)] [added: Firm](#ieb310d5ce44d4bcfb7f06176b9461b9d_85)] | | | | | | [removed: [37](#i67080f5ae94d4415b551275add3209ce_85)] [added: [37](#ieb310d5ce44d4bcfb7f06176b9461b9d_85)] | | |

| [Consolidated Balance [removed: Sheets](#i67080f5ae94d4415b551275add3209ce_88)] [added: Sheets](#ieb310d5ce44d4bcfb7f06176b9461b9d_88)] | | | | | | [removed: [39](#i67080f5ae94d4415b551275add3209ce_88)] [added: [39](#ieb310d5ce44d4bcfb7f06176b9461b9d_88)] | | |

| [Consolidated Statements of [removed: Earnings](#i67080f5ae94d4415b551275add3209ce_91)] [added: Earnings](#ieb310d5ce44d4bcfb7f06176b9461b9d_91)] | | | | | | [removed: [40](#i67080f5ae94d4415b551275add3209ce_91)] [added: [40](#ieb310d5ce44d4bcfb7f06176b9461b9d_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i67080f5ae94d4415b551275add3209ce_94)] [added: Income](#ieb310d5ce44d4bcfb7f06176b9461b9d_94)] | | | | | | [removed: [41](#i67080f5ae94d4415b551275add3209ce_94)] [added: [41](#ieb310d5ce44d4bcfb7f06176b9461b9d_94)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i67080f5ae94d4415b551275add3209ce_97)] [added: Equity](#ieb310d5ce44d4bcfb7f06176b9461b9d_97)] | | | | | | [removed: [42](#i67080f5ae94d4415b551275add3209ce_97)] [added: [42](#ieb310d5ce44d4bcfb7f06176b9461b9d_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i67080f5ae94d4415b551275add3209ce_100)] [added: Flows](#ieb310d5ce44d4bcfb7f06176b9461b9d_100)] | | | | | | [removed: [43](#i67080f5ae94d4415b551275add3209ce_100)] [added: [43](#ieb310d5ce44d4bcfb7f06176b9461b9d_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i67080f5ae94d4415b551275add3209ce_103)] [added: Statements](#ieb310d5ce44d4bcfb7f06176b9461b9d_103)] | | | | | | [removed: [44](#i67080f5ae94d4415b551275add3209ce_103)] [added: [44](#ieb310d5ce44d4bcfb7f06176b9461b9d_103)] | | |

| [Note 1. Summary of Significant Accounting [removed: Policies](#i67080f5ae94d4415b551275add3209ce_106)] [added: Policies](#ieb310d5ce44d4bcfb7f06176b9461b9d_106)] | | | | | | [removed: [44](#i67080f5ae94d4415b551275add3209ce_106)] [added: [44](#ieb310d5ce44d4bcfb7f06176b9461b9d_106)] | | |

| [Note 2. Segment Reporting and Net [removed: Sales](#i67080f5ae94d4415b551275add3209ce_109)] [added: Sales](#ieb310d5ce44d4bcfb7f06176b9461b9d_109)] | | | | | | [removed: [51](#i67080f5ae94d4415b551275add3209ce_109)] [added: [51](#ieb310d5ce44d4bcfb7f06176b9461b9d_109)] | | |

| [Note 3. Property and [removed: Leases](#i67080f5ae94d4415b551275add3209ce_112)] [added: Leases](#ieb310d5ce44d4bcfb7f06176b9461b9d_112)] | | | | | | [removed: [54](#i67080f5ae94d4415b551275add3209ce_112)] [added: [54](#ieb310d5ce44d4bcfb7f06176b9461b9d_112)] | | |

| [Note 4. Goodwill and Intangible [removed: Assets](#i67080f5ae94d4415b551275add3209ce_115)] [added: Assets](#ieb310d5ce44d4bcfb7f06176b9461b9d_115)] | | | | | | [removed: [56](#i67080f5ae94d4415b551275add3209ce_115)] [added: [56](#ieb310d5ce44d4bcfb7f06176b9461b9d_115)] | | |

| [Note 5. Debt and Derivative [removed: Instruments](#i67080f5ae94d4415b551275add3209ce_118)] [added: Instruments](#ieb310d5ce44d4bcfb7f06176b9461b9d_118)] | | | | | | [removed: [57](#i67080f5ae94d4415b551275add3209ce_118)] [added: [57](#ieb310d5ce44d4bcfb7f06176b9461b9d_118)] | | |

| [Note 6. Income [removed: Taxes](#i67080f5ae94d4415b551275add3209ce_121)] [added: Taxes](#ieb310d5ce44d4bcfb7f06176b9461b9d_121)] | | | | | | [removed: [61](#i67080f5ae94d4415b551275add3209ce_121)] [added: [60](#ieb310d5ce44d4bcfb7f06176b9461b9d_121)] | | |

| [Note 7. Stockholders' [removed: Equity](#i67080f5ae94d4415b551275add3209ce_124)] [added: Equity](#ieb310d5ce44d4bcfb7f06176b9461b9d_124)] | | | | | | [removed: [64](#i67080f5ae94d4415b551275add3209ce_124)] [added: [64](#ieb310d5ce44d4bcfb7f06176b9461b9d_124)] | | |

| [Note 8. Fair Value [removed: Measurements](#i67080f5ae94d4415b551275add3209ce_127)] [added: Measurements](#ieb310d5ce44d4bcfb7f06176b9461b9d_127)] | | | | | | [removed: [64](#i67080f5ae94d4415b551275add3209ce_127)] [added: [64](#ieb310d5ce44d4bcfb7f06176b9461b9d_127)] | | |

| [Note 9. Stock-Based [removed: Compensation](#i67080f5ae94d4415b551275add3209ce_130)] [added: Compensation](#ieb310d5ce44d4bcfb7f06176b9461b9d_130)] | | | | | | [removed: [65](#i67080f5ae94d4415b551275add3209ce_130)] [added: [65](#ieb310d5ce44d4bcfb7f06176b9461b9d_130)] | | |

| [Note 10. Employee Benefit [removed: Plans](#i67080f5ae94d4415b551275add3209ce_133)] [added: Plans](#ieb310d5ce44d4bcfb7f06176b9461b9d_133)] | | | | | | [removed: [69](#i67080f5ae94d4415b551275add3209ce_133)] [added: [69](#ieb310d5ce44d4bcfb7f06176b9461b9d_133)] | | |

| [Note 11. Weighted Average Common [removed: Shares](#i67080f5ae94d4415b551275add3209ce_136)] [added: Shares](#ieb310d5ce44d4bcfb7f06176b9461b9d_136)] | | | | | | [removed: [69](#i67080f5ae94d4415b551275add3209ce_136)] [added: [69](#ieb310d5ce44d4bcfb7f06176b9461b9d_136)] | | |

| [Note 12. Commitments and [removed: Contingencies](#i67080f5ae94d4415b551275add3209ce_139)] [added: Contingencies](#ieb310d5ce44d4bcfb7f06176b9461b9d_139)] | | | | | | [removed: [69](#i67080f5ae94d4415b551275add3209ce_139)] [added: [69](#ieb310d5ce44d4bcfb7f06176b9461b9d_139)] | | |

| [Note 13. [removed: Acquisitions](#i67080f5ae94d4415b551275add3209ce_142)] [added: Acquisitions](#ieb310d5ce44d4bcfb7f06176b9461b9d_142)] | | | | | | [removed: [69](#i67080f5ae94d4415b551275add3209ce_142)] [added: [69](#ieb310d5ce44d4bcfb7f06176b9461b9d_142)] | | |

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 36 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

We have audited the accompanying consolidated balance sheets of The Home Depot, Inc. and its subsidiaries (the Company) as of February [removed: 2, 2025] [added: 1, 2026] and [removed: January 28, 2024,] [added: 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 [removed: 2, 2025,] [added: 1, 2026,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February [removed: 2, 2025] [added: 1, 2026] and [removed: January 28, 2024,] [added: February 2, 2025,] and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended February [removed: 2, 2025,] [added: 1, 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of February [removed: 2, 2025,] [added: 1, 2026,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March [removed: 20, 2025] [added: 18, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

The Company used the multi-period excess earnings method [removed: of the income approach] to [removed: determine the estimated fair values of] [added: value] the customer relationships intangible assets.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 37 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

As discussed in Note 1 to the consolidated financial statements, the majority of [removed: the Company’s U.S.] merchandise inventories are stated at the lower of cost or [removed: market] [added: market,] as determined by the retail inventory method, which is based on a number of factors such as markups, markdowns, and inventory losses (or shrink).

[removed: We evaluated] [added: - evaluating] the design and [removed: tested] [added: testing] the operating effectiveness of certain internal controls related to the [removed: process of developing the estimate] [added: recording] of [removed: store shrink.][added: these merchandise inventories]

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | 38 | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

| in millions, except per share data | | | February [removed: 2, 2025] [added: 1, 2026] | | | | | | [removed: January 28, 2024] [added: February 2, 2025] | | |

| Cash and cash equivalents | | | $ | [removed: 1,659] [added: 1,389] | | | | | $ | [removed: 3,760] [added: 1,659] | |

| Receivables, net | | | [removed: 4,903] [added: 5,597] | | | | | | [removed: 3,328] [added: 4,903] | | |

| Merchandise inventories | | | [removed: 23,451] [added: 25,817] | | | | | | [removed: 20,976] [added: 23,451] | | |

| Other current assets | | | [removed: 1,670] [added: 1,588] | | | | | | [removed: 1,711] [added: 1,670] | | |

| Total current assets | | | [removed: 31,683] [added: 34,391] | | | | | | [removed: 29,775] [added: 31,683] | | |

| Net property and equipment | | | [added: $ | 28,021 | | | | | $ |] 26,702 | | | | | [added: $] | 26,154 | | [removed: |]

*Sufficiency of audit evidence over certain merchandise inventories*

The remaining merchandise inventories, including those within the retail operations in Canada and Mexico, distribution centers, and SRS distribution operations, are recorded at the lower of cost or net realizable value, as determined by a cost method, primarily the moving average cost and first-in, first-out methods.

The Company's merchandise inventories were $25.8 billion as of February 1, 2026.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

We identified the sufficiency of audit evidence over merchandise inventories recorded using the retail inventory method as a critical audit matter.

Subjective auditor judgment was required to evaluate the sufficiency of audit evidence obtained primarily due to the highly automated nature of the process to record these merchandise inventories, which involves interfacing significant volumes of data across multiple information technology (IT) systems.

IT professionals with specialized skills and knowledge were required to assess the Company's IT systems used in the process to record merchandise inventories under the retail inventory method.

We applied auditor judgment to determine the nature and extent of procedures to be performed over the recording of merchandise inventory recorded using the retail inventory method, including the IT systems, by:

- involving IT professionals with specialized skills and knowledge who assisted in testing the design and operating effectiveness of certain general IT and application controls used for processing and recording these merchandise inventories

- developing an expectation of certain inputs into the retail inventory method, including retail markups and markdowns, purchases at retail, and purchase discounts, and comparing them to the Company’s inputs

- selecting a sample of inventory transactions and comparing them to supporting documentation, such as vendor invoices, cash payments or vendor agreements

- performing inventory count observation procedures at a selection of locations.

We evaluated the sufficiency of audit evidence obtained by assessing the cumulative results of procedures performed, including the appropriateness of the nature and extent of such evidence.

March 18, 2026

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[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

*Fiscal 2025 and fiscal 2023 include 52 weeks.

Fiscal 2024 includes 53 weeks.*

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

| Net earnings | | | 14,156 | | | | | | 14,806 | | | | | | 15,143 | | |

*Fiscal 2025 and fiscal 2023 include 52 weeks.

Fiscal 2024 includes 53 weeks.*

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

| Net earnings | | | $ | 14,156 | | | | | $ | 14,806 | | | | | $ | 15,143 | |

| Cash dividends | | | (9,152) | | | | | | (8,929) | | | | | | (8,383) | | |

*Fiscal 2025 and fiscal 2023 include 52 weeks.

Fiscal 2024 includes 53 weeks.*

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

Additionally, through our subsidiary, SRS, we are a leading specialty trade distributor of roofing and building products, interior and construction products, landscape supplies, and pool supplies.

The Company's operations comprise one reportable segment, along with certain other non-reportable operating segments.

| in millions | | | February 1, 2026 | | | | | | February 2, 2025 | | |

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

As the inventory retail value is adjusted regularly to reflect market conditions, inventory valued using the retail method approximates the lower of cost or market.

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

ASU No. 2025-06. In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which is intended to modernize internal-use software guidance by removing all references to project stages and by clarifying the thresholds entities apply to begin capitalizing costs.

*Fair values of customer relationships intangible assets*

As discussed in Note 13 to the consolidated financial statements, on June 18, 2024, the Company acquired SRS Distribution Inc. (SRS) in a business combination.

As a result of the transaction, the Company acquired customer relationships intangible assets associated with the generation of future income from existing customers.

The acquisition-date fair values of the customer relationships intangible assets recorded by the Company were approximately $5.4 billion.

We identified the evaluation of the acquisition-date fair values of the customer relationships intangible assets acquired in the SRS business combination as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used in the valuation models, including the forecasted revenues and long-term forecasted revenue growth rates, expected customer attrition rates, and the discount rate applied.

Changes in these assumptions could have had a significant impact on the fair values of the customer relationships intangible assets.

Specialized skills and knowledge were required to assess these significant assumptions and evaluate evidence obtained.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation process, including controls related to the development of the above assumptions.

We performed sensitivity analyses over the assumptions noted above used to determine the acquisition-date fair values of the customer relationships intangible assets to assess the impact changes in those assumptions would have on the Company’s determination of fair values.

We evaluated forecasted revenues used by the Company by comparing to certain publicly available information for comparable companies, industry reports, and historical revenues achieved.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the:

- long-term forecasted revenue growth rates used by comparing to certain nationwide economic trend data such as GDP, inflation, and relevant industry data

- expected customer attrition rates applied by testing management’s process to develop the attrition rate using historical revenue data

- discount rate used in the valuations by comparing the inputs to the discount rate to publicly available market data for comparable entities.

*Estimation of store shrink*

Shrink is the difference between the recorded amount of inventory and the physical inventory count.

The Company calculates shrink based on actual inventory losses identified as a result of physical inventory counts during each fiscal period and estimated inventory losses occurring between physical inventory counts.

The estimate for shrink occurring in the interim period between physical inventory counts is calculated on a store-specific basis and is primarily based on recent shrink results.

We identified the evaluation of the estimation of store shrink occurring in the period between physical inventory counts and fiscal year-end as a critical audit matter.

Evaluating the Company’s estimation of shrink at the end of the fiscal year using interim inventory loss experience in U.S. retail stores involved auditor judgment.

We evaluated the appropriateness of the Company using interim physical inventory counts to estimate inventory losses in U.S. retail stores at the end of the fiscal year by:

- Evaluating the method and certain assumptions used;

- Testing the application of the method and certain assumptions used;

- Performing a current year trend analysis; and

- Performing a sensitivity analysis over the shrink reserve estimate.

March 20, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

During the second quarter of fiscal 2024, we completed the acquisition of SRS, a leading residential specialty trade distribution company that sells roofing and complementary building products, landscape, and pool products to professional contractors.

Refer to [Note 2](#i67080f5ae94d4415b551275add3209ce_109) and [Note 13](#i67080f5ae94d4415b551275add3209ce_142) for further discussion on the acquisition, including certain impacts of the acquisition on our consolidated financial statements.

Reclassifications

Effective July 28, 2024, we began separately presenting intangible assets, net, on the consolidated balance sheets, which were previously included in the other assets line item.

In addition, we began separately presenting intangible asset amortization on the statements of cash flows, which was previously included in the depreciation and amortization line item.

| | | | Fiscal | | | | | | | | |

ASU No. 2023-07. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The disclosure requirements included in ASU No. 2023-07 are required for all public entities, including entities with a single reportable segment.

The guidance is required to be applied on a retrospective basis.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2024 Form 10-K | | | 71 | | |  | | |

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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 [removed: 2, 2025] [added: 1, 2026] 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 [removed: 2, 2025] [added: 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 [removed: SRS,] [added: GMS,] which was acquired on [removed: June 18, 2024,] [added: September 4, 2025,] from our assessment of internal control over financial reporting as of February [removed: 2, 2025.][added: 1, 2026.]

[removed: SRS] [added: GMS] represents approximately [removed: 7%] [added: 3%] of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately [removed: 4%] [added: 1%] of the Company’s consolidated net sales as of and for the year ended February [removed: 2, 2025.][added: 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 [added: of the effectiveness of internal control over financial reporting] for one year following the acquisition.

See [removed: [Note](#i67080f5ae94d4415b551275add3209ce_142) [13](#i67080f5ae94d4415b551275add3209ce_142)] [added: [Note 13](#ieb310d5ce44d4bcfb7f06176b9461b9d_142)] to our consolidated financial statements for further discussion of the [removed: SRS] [added: GMS] acquisition.

The effectiveness of our internal control over financial reporting as of February [removed: 2, 2025] [added: 1, 2026] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended February [removed: 2, 2025] [added: 1, 2026] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | [removed: 72] [added: 73] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

We have audited The Home Depot, Inc. and its subsidiaries' (the Company) internal control over financial reporting as of February [removed: 2, 2025,] [added: 1, 2026,] 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 [removed: 2, 2025,] [added: 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 [removed: 2, 2025] [added: 1, 2026] and [removed: January 28, 2024,] [added: 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 [removed: 2, 2025,] [added: 1, 2026,] and the related notes (collectively, the consolidated financial statements), and our report dated March [removed: 20, 2025] [added: 18, 2026] expressed an unqualified opinion on those consolidated financial statements.

The Company acquired [removed: SRS Distribution] [added: GMS] Inc. [removed: (SRS)] [added: (GMS)] during fiscal [removed: 2024] [added: 2025,] and management excluded [removed: SRS] [added: GMS] from its assessment of the effectiveness of the Company’s internal control over financial reporting as of February [removed: 2, 2025.][added: 1, 2026.]

[removed: SRS] [added: GMS] represents approximately [removed: 7%] [added: 3%] of the Company’s consolidated total assets, excluding goodwill and intangible assets, and approximately [removed: 4%] [added: 1%] of the Company’s consolidated net sales as of and for the fiscal year ended February [removed: 2, 2025.][added: 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 [removed: SRS.][added: GMS.]

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | [removed: 73] [added: 74] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

March 18, 2026

[Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)

March 20, 2025

During the fiscal quarter ended February [removed: 2, 2025,] [added: 1, 2026,] no director or executive officer [added: (as defined in the rules under Section 16] of the [added: 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 [removed: the SEC’s] Regulation S-K.

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 [removed: 2025] [added: 2026] Annual Meeting of Shareholders (“Proxy Statement”).

BASTEK, age [removed: 58,] [added: 59,] has been Executive Vice President – Merchandising, since March 2023.

JORDAN BROGGI, age [removed: 41,] [added: 42,] has been Executive Vice President – Customer Experience and President – Online since June 2024.

ANN-MARIE CAMPBELL, age [removed: 59,] [added: 60,] has been Senior Executive Vice President since November 2023.

Ms. Campbell began her career with [removed: The Home Depot] [added: the Company] in 1985 as a cashier and has held roles of increasing [removed: responsibility, including vice president roles in the Company’s operations, merchandising, and marketing departments.][added: responsibility during her tenure.]

JOHN DEATON, age [removed: 51,] [added: 52,] has been Executive Vice President – Supply Chain & Product Development since November 2021.

DECKER, age [removed: 62,] [added: 63,] has served as our Chair since October 2022, and as our President and Chief Executive Officer since March 2022.

Mr. Decker joined [removed: The Home Depot] [added: 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.

| Fiscal [removed: 2024] [added: 2025] Form 10-K | | | [removed: 74] [added: 75] | | | ] [added: (1).jpg](https://www.sec.gov/Archives/edgar/data/354950/000162828026019436/hd-20260201_g1.jpg)] | | |

[removed: [Table](#i67080f5ae94d4415b551275add3209ce_7) [of](#i67080f5ae94d4415b551275add3209ce_7) [Contents](#i67080f5ae94d4415b551275add3209ce_7)][added: [Table](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [of](#ieb310d5ce44d4bcfb7f06176b9461b9d_7) [Contents](#ieb310d5ce44d4bcfb7f06176b9461b9d_7)]

[removed: HOURIGAN,] [added: STEPHANIE SMITH,] age [removed: 68,] [added: 49,] has [removed: been] [added: served as] Executive Vice President – Human Resources since June [removed: 2017 and has announced plans to retire in June] 2025.

McPHAIL, age [removed: 54,] [added: 55,] has been Executive Vice President and Chief Financial Officer since September 2019.

TERESA WYNN ROSEBOROUGH, age [removed: 66,] [added: 67,] has been Executive Vice President, General Counsel and Corporate Secretary since November 2011.

MICHAEL ROWE, age [removed: 57,] [added: 58,] currently serves as Executive Vice President - Pro.

Mr. Rowe joined [removed: The Home Depot] [added: 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.

[removed: FAHIM SIDDIQUI,] [added: ANGELA BROWN,] age [removed: 58,] [added: 50,] has been Executive Vice President and Chief Information Officer since [removed: April 2022.][added: 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.

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

Ms. 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.

TIMOTHY A.

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.

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.

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.

The information required by this item is incorporated by reference to the sections entitled “Executive Compensation,” “Director Compensation,” [removed: and] “Leadership Development and Compensation Committee [removed: Report” in our Proxy Statement; provided that the section entitled “Executive Compensation –] [added: Report,” and “CEO] Pay [removed: Versus Performance”] [added: Ratio”] in our Proxy [removed: Statement is not incorporated herein by reference.][added: Statement.]

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