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Home Depot (NYSE: HD) director receives new deferred stock awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HOME DEPOT, INC. director Paula Santilli reported compensation-related equity awards rather than market trades. She received 191.2168 Deferred Stock Units at a reference price of $313.78 per unit and 796 Deferred Shares, each tied to an equal number of Home Depot common shares.

After these awards, she holds 950.5937 Deferred Stock Units and 4,210.9413 Deferred Shares directly. The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan and convert into common stock on a one-for-one basis upon specified events such as termination of board service, death, retirement, disability, or a change in control, with vesting on the date of the next annual shareholders meeting.

The Deferred Stock Units also convert one-for-one into common stock following a termination of service as described in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan. These awards function as long-term, deferred equity compensation for a non-employee director rather than immediate purchases or sales on the open market.

Positive

  • None.

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  • None.
Insider Santilli Paula
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 — 4,210.941 shares (Direct, null); Deferred Stock Units — 950.594 shares (Direct, null)
Footnotes (1)
  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.
Deferred Stock Units granted 191.2168 units Grant on 2026-05-21
Deferred Stock Units reference price $313.78 per unit Grant valuation reference
Deferred Shares granted 796.0000 shares Grant on 2026-05-21
Deferred Stock Units held after grant 950.5937 units Total following transaction
Deferred Shares held after grant 4,210.9413 shares Total following transaction
Conversion ratio 1:1 to common stock Deferred Shares and Deferred Stock Units
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
"as 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 →
SEC Form 4
FORM 4UNITED 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*
Santilli Paula
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Shares(1)05/21/2026A796 (1) (1)common stock796$04,210.9413D
Deferred Stock Units(2)05/21/2026A191.2168 (2) (2)common stock191.2168$313.78950.5937D
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 Paula A. Santilli05/26/2026
** Signature of Reporting PersonDate
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 equity awards did Home Depot (HD) director Paula Santilli report?

Paula Santilli reported receiving 191.2168 Deferred Stock Units at $313.78 per unit and 796 Deferred Shares. Both instruments are tied one-for-one to Home Depot common stock and represent deferred director compensation rather than open-market trading activity.

How many deferred equity units does Paula Santilli hold after this Form 4?

After the reported awards, Paula Santilli holds 950.5937 Deferred Stock Units and 4,210.9413 Deferred Shares directly. These balances represent her accumulated deferred director compensation linked to Home Depot common stock under the company’s established plans.

When do Home Depot Deferred Shares for directors convert into common stock?

The Deferred Shares convert into common stock on a one-for-one basis upon the earliest of a director’s termination of service, death, retirement, disability, or a company change in control, with vesting occurring on the date of the next annual shareholders meeting.

How do Home Depot Deferred Stock Units for directors convert into stock?

The Deferred Stock Units convert one-for-one into Home Depot common stock after a director’s termination of service, following the terms in The Home Depot, Inc. NonEmployee Directors' Deferred Stock Compensation Plan, making them a form of long-term deferred equity compensation.

Are Paula Santilli’s reported transactions in HD stock open-market buys or sells?

No. The filing shows grant/award acquisitions of Deferred Stock Units and Deferred Shares, coded as “A.” These are compensation awards, not open-market purchases or sales, and therefore carry limited signaling value regarding her personal trading view on the stock.

Under which plan were Home Depot’s Deferred Shares for Paula Santilli granted?

The Deferred Shares were granted under The Home Depot, Inc. Omnibus Stock Incentive Plan, as amended and restated on May 19, 2022. This plan governs director equity awards, including vesting at the next annual shareholders meeting and one-for-one conversion into common stock.