Home Depot (NYSE: HD) director granted deferred stock units and shares

Q: Are the Home Depot (HD) transactions a buy or sell of common stock?

The transactions are grants , not market buys or sells. Sharma received Deferred Stock Units and Deferred Shares as director compensation, which will later convert one-for-one into Home Depot common stock under the company’s established plans and timelines.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HOME DEPOT, INC. director Asha Sharma received equity-based compensation in the form of deferred awards rather than buying shares in the market. On May 21, 2026, she was granted 191.2168 Deferred Stock Units valued at $313.78 per underlying share, increasing her holdings of this instrument to 345.3367 units.

She was also granted 796 Deferred Shares, bringing her total deferred share balance to 1,482.3663. According to the plan terms, these deferred awards generally convert into Home Depot common stock on a one-for-one basis upon or after her termination of board service, with vesting tied to the next annual shareholders meeting and certain events such as death, retirement, disability, or a change in control.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Sharma Asha

Role null

Type	Security	Shares	Price	Value
Grant/Award	Deferred Shares	796	$0.00	--
Grant/Award	Deferred Stock Units	191.217	$313.78	$60K

Holdings After Transaction: Deferred Shares — 1,482.366 shares (Direct, null); Deferred Stock Units — 345.337 shares (Direct, null)

Footnotes (1)

The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022, and convert to shares of Common Stock on a one-for-one basis upon the earliest of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company. Vesting of shares occurs on the date of the next annual shareholders meeting. The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.

Key Figures

Deferred Stock Units granted: 191.2168 units Value per underlying share: $313.78 per share Deferred Stock Units after grant: 345.3367 units +3 more

6 metrics

Deferred Stock Units granted 191.2168 units Grant to director on May 21, 2026

Value per underlying share $313.78 per share Pricing reference for Deferred Stock Units

Deferred Stock Units after grant 345.3367 units Total Deferred Stock Units held after transaction

Deferred Shares granted 796.0000 shares Deferred Shares award on May 21, 2026

Deferred Shares after grant 1,482.3663 shares Total Deferred Shares held after transaction

Conversion ratio 1:1 to common stock Applies to both Deferred Shares and Deferred Stock Units

Key Terms

Deferred Stock Units, Deferred Shares, Omnibus Stock Incentive Plan, NonEmployee Directors' Deferred Stock Compensation Plan, +1 more

5 terms

Deferred Stock Units financial

"The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Deferred Shares financial

"The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan"

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

Omnibus Stock Incentive Plan financial

"granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022"

NonEmployee Directors' Deferred Stock Compensation Plan financial

"described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan"

change in control financial

"or (iii) the date of a change in control of the Company"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

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Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:30 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sharma Asha

(Last)

(First)

(Middle)

2455 PACES FERRY RD., SE

(Street)

ATLANTA

GEORGIA

30339

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HOME DEPOT, INC. [ HD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Shares	⁽¹⁾	05/21/2026		A		796		⁽¹⁾	⁽¹⁾	common stock	796	$0	1,482.3663	D
Deferred Stock Units	⁽²⁾	05/21/2026		A		191.2168		⁽²⁾	⁽²⁾	common stock	191.2168	$313.78	345.3367	D

Explanation of Responses:

1. The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated May 19, 2022, and convert to shares of Common Stock on a one-for-one basis upon the earliest of (i) the first anniversary of the director's termination of service as a Board member, (ii) the date of the director's death, retirement or disability, or (iii) the date of a change in control of the Company. Vesting of shares occurs on the date of the next annual shareholders meeting.

2. The Deferred Stock Units convert to shares of Common Stock on a one-for-one basis following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.

Remarks:

	/s/ Stephanie Bignon, Attorney-in-Fact for Asha Sharma	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Home Depot (HD) director Asha Sharma report in this Form 4?

Asha Sharma reported receiving equity awards, not open-market trades. She was granted 191.2168 Deferred Stock Units and 796 Deferred Shares, both tied to Home Depot common stock and governed by the company’s director compensation and stock incentive plans.

Are the Home Depot (HD) transactions a buy or sell of common stock?

The transactions are grants, not market buys or sells. Sharma received Deferred Stock Units and Deferred Shares as director compensation, which will later convert one-for-one into Home Depot common stock under the company’s established plans and timelines.

How many Deferred Stock Units does Asha Sharma hold after this Home Depot (HD) filing?

After the grant of 191.2168 Deferred Stock Units, Sharma holds a total of 345.3367 Deferred Stock Units. Each unit is designed to convert into one share of Home Depot common stock following her termination of service under the applicable director plan.

How many Deferred Shares does Asha Sharma hold in Home Depot (HD) after these awards?

Following the award of 796 Deferred Shares, Sharma’s Deferred Shares balance is 1,482.3663. These Deferred Shares convert one-for-one into Home Depot common stock upon specified events, with vesting occurring on the date of the next annual shareholders meeting.

When do the Home Depot (HD) Deferred Shares granted to Asha Sharma vest and convert?

The Deferred Shares vest on the date of the next annual shareholders meeting. They convert one-for-one into Home Depot common stock upon the earliest of her first anniversary after board service ends, her death, retirement, disability, or a change in control of the company.

When do the Home Depot (HD) Deferred Stock Units granted to Asha Sharma convert to common stock?

The Deferred Stock Units convert to Home Depot common stock on a one-for-one basis after her termination of service as a director. The specific timing is governed by The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan.