McPhail Richard V 4

What Happened
Richard V. McPhail, Executive Vice President & CFO of Home Depot (HD), had three related transactions around March 24–25, 2026. On March 24 he had 514 shares withheld/disposed to cover taxes at $330.91 per share, totaling about $170,088. On March 25 he was granted 3,969 restricted stock units (RSUs) and 10,378 derivative awards (stock options/awards), both reported at $0 acquisition price.

Key Details

• Transaction dates and amounts:
  • 2026-03-24: Payment of tax liability (code F) — 514 shares withheld/disposed @ $330.91 = $170,088.
  • 2026-03-25: Grant/award (code A) — 3,969 RSUs acquired @ $0.00.
  • 2026-03-25: Grant/award (code A, derivative) — 10,378 option/derivative awards acquired @ $0.00.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Footnotes / vesting conditions:
  • F1: The 3,969 are performance-based RSUs under the Omnibus Stock Incentive Plan; vest 50% after 30 months and 50% after 60 months. These RSUs will be forfeited if FY2026 operating profit is below 90% of the established target.
  • F2: The 10,378 are stock option-type awards under the same plan and vest annually in 25% increments beginning on the second anniversary of the grant.
• Filing timeliness: Reported period 2026-03-24, filed 2026-03-26 — appears timely (filed within the required reporting window).
• Transaction code F indicates shares were withheld/delivered to cover tax obligations (not an open-market sale).

Context

• The 514-share disposal was a tax-withholding event tied to equity compensation — a routine administrative action rather than a signaling open-market sale.
• The awards (RSUs and options) are retention- and performance-based compensation common for executives; they vest over multiple years and may be forfeited if performance targets are not met.
• For retail investors, grants and awards show continued executive alignment with long-term incentives; the tax-withholding sale should not be interpreted by itself as negative sentiment.