SMITH STEPHANIE 4

What Happened
Stephanie Smith, Executive VP — Human Resources at Home Depot (HD), had three transactions reported. On 2026-03-24 she surrendered 109 shares (reported as a disposition for tax withholding) at $330.91 per share for proceeds of $36,069. On 2026-03-25 she was granted 2,345 shares (award) and 6,132 derivative shares (option-based award), both reported at $0.00 acquisition price as compensation awards.

Key Details

• Transaction dates and price:
  • 2026-03-24: 109 shares surrendered/disposed at $330.91 (total $36,069) — reported as code F (tax withholding/payment).
  • 2026-03-25: 2,345 shares granted (code A) at $0.00 (restricted stock award).
  • 2026-03-25: 6,132 derivative shares granted (code A) at $0.00 (stock option/derivative award).
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnotes / vesting:
  • The 2,345 performance-based restricted shares vest 50% after 30 months and 50% after 60 months; the 2026 portion will be forfeited if FY2026 operating profit is below 90% of the company target (Footnote F1).
  • The derivative awards (stock options) vest 25% annually beginning on the second anniversary of the grant (Footnote F2).
• Filing timeliness: Form 4 filed 2026-03-26 covering trades on 3/24–3/25; filing appears timely (no late filing flag).

Context
The 109-share disposition was a routine tax-withholding action tied to equity compensation, not an open-market sale. The 2,345 shares are performance-based restricted stock units with multi-year vesting and a performance condition; the 6,132 are option-style awards subject to multi-year vesting. Such grants are common for executive compensation and do not, by themselves, indicate an intent to buy or sell stock in the open market.