Home Depot Files 8-K: Bylaws, Fiscal Year Changes

TL;DR

HD filed an 8-K for bylaw/fiscal year changes. No immediate financial impact, but watch for governance shifts.

AI Summary

On November 20, 2025, The Home Depot, Inc. filed an 8-K report. The filing primarily concerns amendments to its Articles of Incorporation or Bylaws, a change in its fiscal year, and other events. It also includes financial statements and exhibits.

Why It Matters

This filing indicates potential structural or operational adjustments within Home Depot, which could impact its reporting and governance.

Risk Assessment

Risk Level: low — The filing pertains to administrative and procedural changes rather than immediate financial distress or significant strategic shifts.

Key Numbers

• 001-08207 — SEC File Number (Identifies the specific SEC filing for Home Depot.)
• 95-3261426 — IRS Employer Identification No. (Provides the company's tax identification number.)

Key Players & Entities

• HOME DEPOT, INC. (company) — Registrant
• November 20, 2025 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• 2455 Paces Ferry Road, Atlanta, Georgia 30339 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.05 — ange on which registered Common Stock, $0.05 Par Value Per Share HD New York Stock E

Filing Documents

• hd-20251120.htm (8-K) — 30KB
• thehomedepotincamendedandr.htm (EX-3.2) — 169KB
• image_0a.jpg (GRAPHIC) — 123KB
• 0000354950-25-000247.txt ( ) — 526KB
• hd-20251120.xsd (EX-101.SCH) — 2KB
• hd-20251120_lab.xml (EX-101.LAB) — 22KB
• hd-20251120_pre.xml (EX-101.PRE) — 13KB
• hd-20251120_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 20, 2025, as part of its periodic review of corporate governance matters, the Board of Directors (the "Board") of The Home Depot, Inc. (the "Company") approved and adopted amendments to the Company's by-laws (as so amended and restated, the "By-Laws"), effective as of November 20, 2025. These amendments include (i) aligning the advance notice window for both director nominations and proposals of other business (outside of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, ("Rule 14a-8") or proxy access) to a single period beginning 120 days and ending 90 days prior to the first anniversary of the prior year's annual shareholders' meeting; (ii) clarifying that the number of director nominees a shareholder may propose under the advance notice provisions of the By-Laws may not exceed the number of directors to be elected at the meeting; (iii) revising and clarifying certain informational requirements set forth in the advance notice provisions for shareholder nominations of directors, including removing the requirement that the notice from shareholders include information regarding persons "acting in concert therewith;" (iv) removing a provision regarding the binding nature of the Board's determination of the sufficiency of a shareholder's special meeting request; (v) providing that the Board will elect a chair of a shareholders' meeting that is a Company officer or director if the Company's Chair, Chief Executive Officer or President will not be present at such meeting; (vi) clarifying that any shareholder request to act by written consent must include a statement of intent to solicit written consents from holders of all outstanding shares, which aligns with the existing solicitation requirements in the Company's Amended and Restated Certificate of Incorporation; (vii) removing a provision that permitted the adjournment of Board meetings without notice to abs

01. Other Events

Item 8.01. Other Events. As a result of the amendments to the By-laws described in Item 5.03 above, the Company is updating its disclosure regarding the deadlines for submission of shareholder proposals or director nominations under the advance notice provisions of the By-Laws that were previously announced in the 2025 Proxy Statement. For a proposal or nomination to be considered at next year's annual shareholders' meeting (other than proposals pursuant to Rule 14a-8 or nominations pursuant to the Company's proxy access By-Law), notice of such proposal or nomination must be received no earlier than 120 days (January 22, 2026) and no later than 90 days (February 21, 2026) prior to the anniversary of the 2025 annual shareholders' meeting (the "2025 Meeting"). However, if next year's annual shareholders' meeting is to be held more than 30 days before or 70 days after the anniversary of the 2025 Meeting, notice of the proposal or nomination must be received no earlier than 120 days and no later than 90 days prior to next year's annual shareholders' meeting date, or if the first public announcement of the annual shareholders' meeting date is less than 70 days prior to such meeting, by the tenth day following the Company's public announcement of next year's annual shareholders' meeting date.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 3.2 By-Laws of The Home Depot, Inc. (As Amended and Restated Effective November 20, 2025) 104 Cover Page Interactive Data File (formatted as Inline XBRL). 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE HOME DEPOT, INC. Date: November 24, 2025 By: /s/ Teresa Wynn Roseborough Name: Teresa Wynn Roseborough Title: Executive Vice President, General Counsel and Corporate Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR