Item 15. Exhibits and Financial Statement Schedules.

24K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules.

The following documents are filed as part of this report:

  1. Financial Statements

The following financial statements are set forth in Item 8 hereof:

  • Report of Independent Registered Public Accounting Firm (KPMG LLP, Atlanta, GA, Auditor Firm ID: 185);

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

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

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

  • Consolidated Statements of Stockholders’ Equity for fiscal 2025, fiscal 2024, and fiscal 2023;

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

  • Notes to Consolidated Financial Statements.

  1. Financial Statement Schedules

All schedules are omitted, as the required information is inapplicable or the information is presented in our consolidated financial statements or related notes.

  1. Exhibits

Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC, as reflected in the table below. Our Current, Quarterly, and Annual Reports are filed with the SEC under File No. 1-8207. Our Registration Statements have the file numbers noted wherever such statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to shareholders without charge upon written request to Investor Relations, The Home Depot, Inc., 2455 Paces Ferry Road, Atlanta, Georgia 30339, via the internet at http://ir.homedepot.com, or by calling Investor Relations at (770) 384-2871.

The Company is not filing any instruments evidencing any indebtedness because the total amount of securities authorized under any single such instrument does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Copies of such instruments will be furnished to the SEC upon request.

ExhibitDescriptionReference
2.1Agreement and Plan of Merger, dated as of March 27, 2024 by and among The Home Depot, Inc., Star Acquisition Merger Sub Inc., Shingle Acquisition Holdings, Inc. and Shingle Acquisition, LPForm 10-Q for the fiscal quarter ended April 28, 2024, Exhibit 2.1
3.1Amended and Restated Certificate of Incorporation of The Home Depot, Inc.Form 10-Q for the fiscal quarter ended July 31, 2011, Exhibit 3.1
3.2By-Laws of The Home Depot, Inc. (As Amended and Restated Effective November 20, 2025)Form 8-K filed November 24, 2025, Exhibit 3.2
4.1Indenture, dated as of May 4, 2005, between The Home Depot, Inc. and The Bank of New York Mellon Trust Company, N.A. (fka The Bank of New York Trust Company, N.A.), as TrusteeForm S-3 (File No. 333-124699) filed May 6, 2005, Exhibit 4.1
4.2Indenture, dated as of August 24, 2012, between The Home Depot, Inc. and Deutsche Bank Trust Company Americas, as TrusteeForm S-3 (File No. 333-183621) filed August 29, 2012, Exhibit 4.3
Fiscal 2025 Form 10-K77thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
4.3Description of SecuritiesForm 10-K for the fiscal year ended February 2, 2020, Exhibit 4.33
10.1†The Home Depot, Inc. 1997 Omnibus Stock Incentive PlanForm 10-Q for the fiscal quarter ended August 4, 2002, Exhibit 10.1
10.2†Form of Executive Employment Death Benefit AgreementForm 10-K for the fiscal year ended February 3, 2013, Exhibit 10.2
10.3†The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)Form 8-K filed August 20, 2007, Exhibit 10.1
10.4†Amendment No. 1 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)Form 10-K for the fiscal year ended January 31, 2010, Exhibit 10.4
10.5†Amendment No. 2 to The Home Depot Deferred Compensation Plan for Officers (As Amended and Restated Effective January 1, 2008)Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.5
10.6†The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 10-Q for the fiscal quarter ended July 31, 2022, Exhibit 10.1
10.7†The Home Depot FutureBuilder Restoration PlanForm 8-K filed August 20, 2007, Exhibit 10.2
10.8†Amendment No.1 to The Home Depot FutureBuilder Restoration PlanForm 10-K for the fiscal year ended February 2, 2014, Exhibit 10.8
10.9†The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation PlanForm 8-K filed August 20, 2007, Exhibit 10.3
10.10†The Home Depot Amended and Restated Management Incentive Plan (effective January 31, 2022)Form 8-K filed May 24, 2022, Exhibit 10.1
10.11†The Home Depot, Inc. Amended and Restated Employee Stock Purchase Plan, as amended and restated effective July 1, 2012Form 10-Q for the fiscal quarter ended April 29, 2012, Exhibit 10.1
10.12†Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive PlanForm 8-K filed November 15, 2007, Exhibit 10.1
10.13†Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 8, 2016, Exhibit 10.1
10.14†Form of Deferred Share Award (Nonemployee Director) Pursuant to The Home Depot, Inc. 2005 Omnibus Stock Incentive PlanForm 10-K for the fiscal year ended January 29, 2017, Exhibit 10.21
10.15†Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed February 28, 2018, Exhibit 10.3
10.16†Form of Executive Officer Equity Award Agreement (Nonqualified Stock Option) Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 4, 2019, Exhibit 10.3
10.17†Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 2, 2020, Exhibit 10.1
10.18†Form of Executive Officer Restricted Stock and Stock Option Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.4
10.19†Form of Executive Officer Equity Award Agreement Pursuant to The Home Depot, Inc. Amended and Restated 2005 Omnibus Stock Incentive PlanForm 8-K filed March 1, 2021, Exhibit 10.1
Fiscal 2025 Form 10-K78thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
10.20†Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed May 24, 2022, Exhibit 10.2
10.21†Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed May 24, 2022, Exhibit 10.3
10.22†Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed February 28, 2023, Exhibit 10.1
10.23†Form of Executive Officer Equity Award Agreement (Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed February 28, 2023, Exhibit 10.2
10.24†Form of Nonemployee Director Deferred Share Award Agreement Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 8-K filed May 24, 2022, Exhibit 10.4
10.25†Form of Executive Officer Equity Award Agreement (Performance Shares, Performance-Based Restricted Stock and Nonqualified Stock Options) Pursuant to The Home Depot, Inc. Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022Form 10-Q for the fiscal quarter ended May 4, 2025, Exhibit 10.1
10.26†Employment Arrangement between Edward P. Decker and The Home Depot, Inc., dated February 24, 2022Form 10-Q for the fiscal quarter ended May 1, 2022, Exhibit 10.1
10.27†Employment Arrangement between Richard V. McPhail and The Home Depot, Inc., dated October 1, 2020Form 10-Q for the fiscal quarter ended November 1, 2020, Exhibit 10.1
10.28†Employment Arrangement between William D. Bastek and The Home Depot, Inc., dated March 14, 2023Form 10-K for the fiscal year ended February 2, 2025, Exhibit 10.30
10.29†Employment Arrangement between Ann-Marie Campbell and The Home Depot, Inc., dated October 25, 2023Form 10-Q for the fiscal quarter ended October 29, 2023, Exhibit 10.1
10.30†*Employment Arrangement between Jordan Broggi and The Home Depot, Inc., dated May 28, 2024
10.31†*Separation Agreement and Release between Fahim Siddiqui and The Home Depot, Inc. dated May 30, 2025
10.32†*Separation Agreement and Release between Hector Padilla and The Home Depot, Inc. dated September 17, 2025
19.1Insider Trading PolicyForm 10-K for the fiscal year ended February 2, 2025, Exhibit 19.1
21*List of Subsidiaries of the Company
23*Consent of Independent Registered Public Accounting Firm
31.1*Certification of the Chair, President and Chief Executive Officer pursuant to Rule 13a-14(a)
Fiscal 2025 Form 10-K79thdpms5prcntrulemediuma21 (1).jpg

Table of Contents

ExhibitDescriptionReference
31.2*Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a)
32.1‡Certification of the Chair, President and Chief Executive Officer furnished pursuant Section 906 of the Sarbanes-Oxley Act of 2002
32.2‡Certification of Executive Vice President and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97The Home Depot, Inc. Executive Compensation Clawback PolicyForm 10-K for the fiscal year ended January 28, 2024, Exhibit 97
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Label Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

—————

† Management contract or compensatory plan or arrangement

  • Filed herewith

‡ Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of the SEC’s Regulation S-K

Previous: Item 14. Principal Accountant Fees and Services. · Next: Item 16. Form 10-K Summary.