HD

• Jordan Broggi, EVP – Interconnected Retail, now leads loyalty, credit services, and payments organization.
• Richard V. McPhail, EVP and CFO, now heads the Office of Pro Acceleration coordinating Home Depot Pro, HD Supply, SRS Distribution, and Construction Resources.
• On August 20, 2026, each executive received a restricted stock award with a grant date fair value of $500,000.
• The restricted stock vests on the second anniversary of the grant date, subject to continued employment.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Comparable sales increased 1.7% overall and 1.3% in the U.S.
• Net earnings were $4.8 billion, or $4.79 per diluted share, versus $4.6 billion, or $4.58 per diluted share, in Q2 FY2025.
• Adjusted diluted EPS was $4.92, compared with $4.68 in the prior-year quarter.
• The company reaffirmed fiscal 2026 guidance, including total sales growth of approximately 2.5% to 4.5% and diluted EPS growth of approximately flat to 4.0% from $14.23 in fiscal 2025.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Ann-Marie Campbell, Senior EVP, will oversee day-to-day operations during Decker's absence.
• Richard V. McPhail, EVP and CFO, will oversee financial management and Pro subsidiaries and serve as interim principal executive officer.
• Gregory D. Brenneman, independent lead director, will chair the board during Decker's leave.
• No compensation changes were made for Campbell or McPhail related to their new responsibilities.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• All 12 director nominees were elected by majority vote, including Gerard J. Arpey, Ari Bousbib, Jeffery H. Boyd, Gregory D. Brenneman, J. Frank Brown, Edward P. Decker, Wayne M. Hewett, Manuel Kadre, Stephanie C. Linnartz, Paula A. Santilli, Caryn Seidman-Becker, and Asha Sharma.
• Shareholders ratified KPMG LLP as independent auditor for fiscal year ending January 31, 2027, with 801,070,887 votes for.
• The advisory vote on executive compensation was approved with 671,264,064 votes for.
• All seven shareholder proposals (on plastics, data privacy, independent chair, biodiversity, healthcare, and charitable support) were not approved.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Comparable sales rose 0.6% overall and 0.4% in the U.S.; FX added about 55 basis points.
• Net earnings were $3.3 billion, or $3.30 per diluted share, down from $3.4 billion, or $3.45 per share.
• Adjusted diluted EPS was $3.43, down from $3.56 in the prior-year quarter.
• The company reaffirmed fiscal 2026 guidance: total sales growth of 2.5% to 4.5%, comp sales flat to 2.0%, and diluted EPS growth of flat to 4.0%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Fiscal 2025 sales were $164.7 billion, up 3.2% from fiscal 2024.
• Q4 diluted EPS was $2.58; adjusted diluted EPS was $2.72.
• Fiscal 2025 diluted EPS was $14.23; adjusted diluted EPS was $14.69.
• Board approved a 1.3% increase in quarterly dividend to $2.33 per share, payable March 26, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The amendments unify the advance notice period for director nominations and other business to between 120 and 90 days before the prior year's annual meeting anniversary.
• Shareholder proposals or nominations for the 2026 annual meeting must be received between January 22, 2026 and February 21, 2026.
• Other changes include clarifying nominee limits, removing certain informational requirements, and aligning with Delaware law.
• The full amended by-laws are filed as Exhibit 3.2 to the 8-K.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Comparable sales increased 0.2% overall and 0.1% in the U.S. for the quarter.
• Net earnings were $3.6 billion, or $3.62 per diluted share, versus $3.67 per diluted share a year ago.
• Adjusted diluted EPS was $3.74, compared to $3.78 in the prior-year quarter.
• The company updated fiscal 2025 guidance, including total sales growth of approximately 3.0% and adjusted diluted EPS decline of approximately 5.0%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits