Decker Edward P. 4

What Happened

Edward P. Decker, Chair, President and CEO of Home Depot (HD), received 13,992 performance shares on Feb 26, 2026 (awarded at $0.00) upon vesting of a multi-year performance award. On the same date he had 10,206 shares withheld/sold to cover tax liabilities: 6,233 shares at $375.09 each for $2,337,936 and 3,973 shares at $375.09 each for $1,490,233 — total proceeds about $3,828,169. The net result of the award and withholding leaves roughly 3,786 shares from the award (13,992 − 10,206), assuming the withheld shares came from the vested award.

Key Details

• Transaction date: Feb 26, 2026; Form 4 filed Mar 2, 2026.
• Award: 13,992 shares acquired (code A) at $0.00.
• Withholding/sales: 6,233 shares disposed at $375.09 ($2,337,936) and 3,973 shares disposed at $375.09 ($1,490,233); total ≈ $3,828,169 (code F — tax/payment).
• Footnote: F1 states these are performance shares earned upon vesting of the Fiscal 2023–2025 performance share award.
• Shares owned after the transaction: not specified in the filing.

Context

• This filing reflects a routine vesting of performance-based restricted stock and share withholding to satisfy tax obligations; such withholding (code F) is common and does not necessarily indicate a change in the insider’s view of the company.
• Not an open-market sale for cash gain or a new purchase by the insider; it’s a settlement of tax liability tied to vesting.