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Home Depot HD Form 10-Q filing Q2 FY2026

Filed
Aug 24, 2026, 8:00 PM EDT
Fiscal quarter
Q2 FY2026
Calendar quarter
Q3 2026
Accession
0001628280-26-058715

Item 1. Financial Statements.

CONSOLIDATED BALANCE SHEETS

Unaudited

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in millions, except per share dataAugust 2,2026February 1,2026
Assets
Current assets:
Cash and cash equivalents$2,085$1,389
Receivables, net6,9635,597
Merchandise inventories26,84725,817
Other current assets
Total current assets
Net property and equipment
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Other assets
Total assets$109,384$105,095
Liabilities and Stockholders' Equity
Current liabilities:
Short-term debt
Accounts payable13,58511,491
Accrued salaries and related expenses
Sales taxes payable729508
Deferred revenue
Income taxes payable
Current installments of long-term debt
Current operating lease liabilities1,5161,418
Other accrued expenses
Total current liabilities
Long-term debt, excluding current installments
Long-term operating lease liabilities
Deferred income taxes
Other long-term liabilities2,8232,512
Total liabilities92,76792,282
Contingencies (Note 9)
Common stock, par value ; authorized: shares; issued: shares at August 2, 2026 and shares at February 1, 2026; outstanding: shares at August 2, 2026 and shares at February 1, 2026
Paid-in capital
Retained earnings97,94994,537
Accumulated other comprehensive loss(688)(652)
Treasury stock, at cost, shares at August 2, 2026 and February 1, 2026()()
Total stockholders’ equity16,61712,813
Total liabilities and stockholders’ equity

See accompanying notes to consolidated financial statements.

Fiscal Q2 2026 Form 10-Q 1

CONSOLIDATED STATEMENTS OF EARNINGS

Unaudited

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in millions, except per share dataThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Net sales
Cost of sales
Gross profit
Operating expenses:
Selling, general and administrative
Depreciation and amortization
Total operating expenses
Operating income
Interest and other (income) expense:
Interest income and other, net()()()()
Interest expense5835751,1941,190
Interest and other, net
Earnings before provision for income taxes
Provision for income taxes
Net earnings$4,766$4,551$8,055$7,984
Basic weighted average common shares
Basic earnings per share
Diluted weighted average common shares
Diluted earnings per share

See accompanying notes to consolidated financial statements.

Fiscal Q2 2026 Form 10-Q 2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

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in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Net earnings$4,766$4,551$8,055$7,984
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments()()
Cash flow hedges
Total other comprehensive income (loss), net of tax()()
Comprehensive income

See accompanying notes to consolidated financial statements.

Fiscal Q2 2026 Form 10-Q 3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Unaudited

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in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Common Stock:
Balance at beginning of period$90$90$90$90
Shares issued under employee stock plans, net
Balance at end of period90909090
Paid-in Capital:
Balance at beginning of period14,90714,15914,80914,117
Shares issued under employee stock plans, net1561488033
Stock-based compensation expense174131348288
Balance at end of period15,23714,43815,23714,438
Retained Earnings:
Balance at beginning of period95,50690,68094,53789,533
Net earnings4,7664,5518,0557,984
Cash dividends(2,323)(2,288)(4,643)(4,574)
Balance at end of period97,94992,94397,94992,943
Accumulated Other Comprehensive Loss:
Balance at beginning of period(658)(1,003)(652)(1,129)
Foreign currency translation adjustments, net of tax(32)167(40)289
Cash flow hedges, net of tax2145
Balance at end of period(688)(835)(688)(835)
Treasury Stock:
Balance at beginning and end of period(95,971)(95,971)(95,971)(95,971)
Total stockholders’ equity$16,617$10,665$16,617$10,665

See accompanying notes to consolidated financial statements.

Fiscal Q2 2026 Form 10-Q 4

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

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in millionsSix Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Cash Flows from Operating Activities:
Net earnings$8,055$7,984
Reconciliation of net earnings to net cash provided by operating activities:
Depreciation and amortization, excluding amortization of intangible assets1,8391,720
Intangible asset amortization
Stock-based compensation expense
Changes in receivables, net()()
Changes in merchandise inventories()()
Changes in other current assets()()
Changes in accounts payable and accrued expenses
Changes in deferred revenue()
Changes in income taxes payable()
Changes in deferred income taxes
Other operating activities
Net cash provided by operating activities
Cash Flows from Investing Activities:
Capital expenditures()()
Payments for businesses acquired, net()()
Other investing activities
Net cash used in investing activities()()
Cash Flows from Financing Activities:
Repayments of short-term debt, net()()
Proceeds from long-term debt
Repayments of long-term debt()()
Proceeds from sales of common stock
Cash dividends()()
Other financing activities()()
Net cash used in financing activities()()
Change in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents(14)49
Cash and cash equivalents at beginning of period1,3891,659
Cash and cash equivalents at end of period$2,085$2,804
Supplemental Disclosures:
Cash paid for interest, net of interest capitalized
Cash paid for income taxes

See accompanying notes to consolidated financial statements.

Fiscal Q2 2026 Form 10-Q 5

THE HOME DEPOT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements of The Home Depot, Inc., together with its subsidiaries (the “Company,” “The Home Depot,” “Home Depot,” “we,” “our” or “us”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for interim periods are not necessarily indicative of results for the entire year. As a result, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2025 Form 10-K. During the six months ended August 2, 2026, there were no significant changes to our significant accounting policies as disclosed in the 2025 Form 10-K.

Receivables, net

The following table presents components of receivables, net:

in millionsAugust 2,2026February 1,2026
Card receivables$1,342$1,021
Rebate receivables1,4961,421
Customer receivables3,5572,588
Other receivables568567
Receivables, net$6,963$5,597

Card receivables consist of payments due from financial institutions for the settlement of credit card and debit card transactions. Rebate receivables represent amounts due from vendors for volume and co-op advertising rebates. Customer receivables relate to credit extended directly to certain customers in the ordinary course of business. The valuation allowance related to our receivables was not material to our consolidated financial statements at August 2, 2026 or February 1, 2026.

Supplier Finance Program

We have a supplier finance program whereby participating suppliers may, at their sole discretion, elect to receive payment for one or more of our payment obligations, prior to their scheduled due dates, at a discounted price from participating financial institutions. The payment terms we negotiate with our suppliers are consistent, irrespective of whether a supplier participates in the program, and we are not a party to the agreements between the participating financial institutions and the suppliers in connection with the program. We do not reimburse suppliers for any costs they incur for participation in the program, and we have not pledged any assets as security or provided any guarantees as part of the program. Our outstanding obligations under our supplier finance program were million at August 2, 2026 and million at February 1, 2026 and are recorded within accounts payable on our consolidated balance sheets, and the associated payments are included in operating activities within our consolidated statements of cash flows.

Recent Accounting Pronouncements

We did not adopt any new accounting pronouncements during the six months ended August 2, 2026 that had a material impact on our consolidated financial condition, results of operations, or cash flows. There have been no significant changes in accounting pronouncements not yet adopted as disclosed in the 2025 Form 10-K, and those not discussed in the 2025 Form 10-K are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

Fiscal Q2 2026 Form 10-Q 6

2.SEGMENT REPORTING AND NET SALES

Segment Reporting

The Company defines its segments based on how internally reported financial information is regularly reviewed by the chief operating decision maker (“CODM”), our President and Chief Executive Officer, to analyze financial performance, make decisions, and allocate resources.

Primary Segment. We are engaged in retail operations and sell a wide assortment of home improvement products, building materials, lawn and garden products, décor products, and facilities maintenance, repair, and operations products both in stores and online. We also provide a number of services, including home improvement installation services, and tool and equipment rental. We currently conduct these operations in the U.S. (including the Commonwealth of Puerto Rico and the territories of the U.S. Virgin Islands and Guam), Canada, and Mexico, each of which represents an operating segment. For disclosure purposes, we aggregate these geographic operating segments into reportable segment (the “Primary segment”) due to the similar nature of their operations and economic characteristics.

Other. Through our SRS distribution operations, we are a leading specialty trade distributor of roofing and building products, interior and construction products, and outdoor living products, which consist of landscape and pool supplies. In the second quarter of fiscal 2026, SRS completed the acquisition of Mingledorff’s (see Note 10), which distributes heating, ventilation, and air conditioning (HVAC) equipment, parts, and supplies. The acquisition of Mingledorff’s resulted in the creation of a new vertical within SRS, and SRS is now organized into five lines of business: 1) roofing and building products, 2) interior and construction products, 3) landscape, 4) pool, and 5) HVAC products. Each of these five lines of business represents an operating segment, none of which meets the thresholds prescribed under Topic 280 to be deemed a reportable segment. Therefore, results from these operating segments are presented in “Other.”

Segment Information. Assets are reviewed by our CODM on a total company consolidated basis and not by segment. The accounting policies of our Primary segment are the same as those described in our summary of significant accounting policies.

The following table presents net sales, significant expenses, and operating income for our Primary segment:

in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Net sales$42,806$42,157$80,569$79,444
Cost of sales27,75027,72852,49552,112
Selling, general and administrative7,7667,37515,12414,539
Depreciation and amortization6987001,3931,393
Operating income$6,592$6,354$11,557$11,400

Fiscal Q2 2026 Form 10-Q 7

The following tables present a reconciliation of certain segment information to our consolidated totals:

in millionsThree Months Ended · August 2, 2026PrimaryThree Months Ended · August 2, 2026Other (1)Three Months Ended · August 2, 2026ConsolidatedSix Months Ended · August 2, 2026PrimarySix Months Ended · August 2, 2026Other (1)Six Months Ended · August 2, 2026Consolidated
Net sales$42,806$5,055$80,569$9,057
Operating income6,59224711,557263
Interest income and other, net()()
Interest expense5831,194
Earnings before provision for income taxes
Depreciation and amortization (2)$859$236$1,699$462

—————

(1) Net sales presented in Other relate to the sale of products within our SRS non-reportable operating segments, including the HVAC products operating segment beginning in the second quarter of fiscal 2026 upon the acquisition of Mingledorff’s, as well as the interior and construction products operating segment beginning in the third quarter of fiscal 2025 upon the acquisition of GMS. Operating income presented in Other includes cost of sales and operating expenses totaling $4.8 billion and $8.8 billion for the three and six months ended August 2, 2026, respectively, within these SRS non-reportable operating segments.

(2) Includes depreciation and finance lease amortization in cost of sales. Also includes intangible asset amortization expense of $53 million and $105 million for the three and six months ended August 2, 2026, respectively, in our Primary segment, and intangible asset amortization expense of $125 million and $244 million for the three and six months ended August 2, 2026, respectively, in Other.

in millionsThree Months Ended · August 3, 2025PrimaryThree Months Ended · August 3, 2025Other (1)Three Months Ended · August 3, 2025ConsolidatedSix Months Ended · August 3, 2025PrimarySix Months Ended · August 3, 2025Other (1)Six Months Ended · August 3, 2025Consolidated
Net sales$42,157$3,120$79,444$5,689
Operating income6,35420111,400288
Interest income and other, net()()
Interest expense5751,190
Earnings before provision for income taxes
Depreciation and amortization (2)$838$150$1,669$297

—————

(1) Net sales presented in Other relate to the sale of products within our SRS non-reportable operating segments. Operating income presented in Other includes cost of sales and operating expenses totaling $2.9 billion and $5.4 billion for the three and six months ended August 3, 2025, respectively, within these SRS non-reportable operating segments.

(2) Includes depreciation and finance lease amortization in cost of sales. Also includes intangible asset amortization expense of $52 million and $104 million for the three and six months ended August 3, 2025, respectively, in our Primary segment, and intangible asset amortization expense of $87 million and $174 million for the three and six months ended August 3, 2025, respectively, in Other.

Net Sales

The following table presents our Primary segment major product lines and the related merchandising departments (and related services):

Major Product Line Merchandising Departments

Building Materials Building Materials, Electrical, Lumber, Millwork, and Plumbing

Décor Appliances, Bath, Flooring, Kitchen & Blinds, Lighting, and Paint

Hardlines Hardware, Indoor Garden, Outdoor Garden, Power, and Storage & Organization

Fiscal Q2 2026 Form 10-Q 8

The following table presents net sales by major product line (and related services) within our Primary segment, as well as Other net sales:

in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Building Materials$14,432$14,225$27,403$27,197
Décor13,92913,80526,53426,250
Hardlines14,44514,12726,63225,997
Primary segment net sales42,80642,15780,56979,444
Other net sales (1)5,0553,1209,0575,689
Net sales

Note: Certain product category changes within our Primary segment in the current year have resulted in prior year amounts being reclassified to conform with the current-year presentation. These changes had no impact on consolidated net sales.

(1) Other net sales relate to the sale of products within our SRS non-reportable operating segments. Roofing and related products accounted for approximately 39% of Other net sales for both the three and six months ended August 2, 2026, and approximately 62% and 63% for the three and six months ended August 3, 2025, respectively.

The following table presents net sales, classified by geography:

in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Net sales – in the U.S.$43,907$41,729$82,640$78,953
Net sales – outside the U.S.3,9543,5486,9866,180
Net sales

The following table presents net sales by products and services:

in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Net sales – products$46,300$43,725$86,736$82,237
Net sales – services1,5611,5522,8902,896
Net sales

Deferred Revenue

For products and services sold in stores or online, payment is typically due at the point of sale. When we receive payment before the customer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue until the sale or service is complete. Such performance obligations are part of contracts with expected original durations of typically three months or less. As of August 2, 2026 and February 1, 2026, deferred revenue for products and services was $1.7 billion and $1.5 billion, respectively.

We further record deferred revenue for the sale of gift cards and recognize the associated revenue upon the redemption of those gift cards, which generally occurs within six months of gift card issuance. As of August 2, 2026 and February 1, 2026, our performance obligations for unredeemed gift cards were billion and billion, respectively. Gift card breakage income, which is our estimate of the portion of our outstanding gift card balance not expected to be redeemed, is recognized in net sales and was immaterial for the three and six months ended August 2, 2026 and August 3, 2025.

Fiscal Q2 2026 Form 10-Q 9

3.PROPERTY AND LEASES

Net Property and Equipment

Net property and equipment included accumulated depreciation and finance lease amortization of $32.9 billion as of August 2, 2026 and $31.4 billion as of February 1, 2026.

Leases

The following table presents certain consolidated balance sheet information related to operating and finance leases:

in millionsConsolidated Balance Sheet ClassificationAugust 2,2026February 1,2026
Assets:
Operating lease assetsOperating lease right-of-use assets
Finance lease assets (1)Net property and equipment
Total lease assets$11,991$11,767
Liabilities:
Current:
Operating lease liabilitiesCurrent operating lease liabilities$1,516$1,418
Finance lease liabilitiesCurrent installments of long-term debt
Long-term:
Operating lease liabilitiesLong-term operating lease liabilities
Finance lease liabilitiesLong-term debt, excluding current installments2,7912,675
Total lease liabilities

(1) Finance lease assets are recorded net of accumulated amortization of billion and billion as of August 2, 2026 and February 1, 2026, respectively.

The following table presents supplemental non-cash information related to leases:

in millionsSix Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Lease assets obtained in exchange for new operating lease liabilities
Lease assets obtained in exchange for new finance lease liabilities

4.GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following table presents the changes in the carrying amount of our goodwill:

in millionsPrimaryOther (3)Consolidated
Goodwill, balance at February 1, 2026$8,564$13,780
Acquisitions (1)38525
Other (2)1(9)()
Goodwill, balance at August 2, 2026$8,603$14,296

(1) Activity includes the preliminary determination of goodwill related to the Mingledorff’s acquisition and other immaterial acquisitions completed during the six months ended August 2, 2026. See Note 10 for details regarding the Mingledorff’s acquisition.

(2) Primarily reflects the net impact of foreign currency translation as well as immaterial measurement period adjustments related to acquisitions completed in the prior fiscal year.

(3) Amounts presented in the Other column represent goodwill activity within our SRS non-reportable operating segments.

Fiscal Q2 2026 Form 10-Q 10

Intangible Assets

The following table presents information regarding our intangible assets:

in millionsAugust 2, 2026Gross Carrying AmountAugust 2, 2026Accumulated AmortizationAugust 2, 2026Net Carrying AmountFebruary 1, 2026Gross Carrying AmountFebruary 1, 2026Accumulated AmortizationFebruary 1, 2026Net Carrying Amount
Definite-Lived Intangible Assets:
Customer relationships$10,968$(1,817)$9,151$10,517$(1,535)$8,982
Trade names928(258)670889(191)698
Other13(1)121(1)
Indefinite-Lived Intangible Assets:
Trade names649649649649
Total Intangible Assets$()$()

Our intangible asset amortization expense was million and million for the three and six months ended August 2, 2026, respectively, and million and million for the three and six months ended August 3, 2025, respectively.

The following table presents the estimated future amortization expense related to definite-lived intangible assets as of August 2, 2026:

in millionsAmortization Expense
Fiscal 2026 - remaining
Fiscal 2027
Fiscal 2028
Fiscal 2029
Fiscal 2030
Thereafter6,827
Total

Fiscal Q2 2026 Form 10-Q 11

5.DEBT AND DERIVATIVE INSTRUMENTS

Short-Term Debt

We have a commercial paper program that allows for an aggregate of $11.0 billion in borrowings, and is supported by $11.0 billion of back-up credit facilities. At the beginning of fiscal 2026, these back-up credit facilities consisted of a five-year $3.5 billion credit facility scheduled to expire in May 2030, a 364-day $3.5 billion credit facility scheduled to expire in July 2026, a three-year $3.0 billion credit facility scheduled to expire in July 2028, and a 364-day $1.0 billion credit facility scheduled to expire in July 2026. During the second quarter of fiscal 2026, we entered into a new 364-day $4.5 billion back-up credit facility scheduled to expire in July 2027. This facility replaced our prior 364-day $3.5 billion and 364-day $1.0 billion back-up credit facilities, which were scheduled to expire in July 2026.

During the first six months of fiscal 2026, all of our short-term borrowings were under our commercial paper program, and the maximum amount outstanding during that period was $6.2 billion. At August 2, 2026, we had $4.2 billion of outstanding borrowings under our commercial paper program with a weighted average interest rate of 3.8% and no outstanding borrowings under our back-up credit facilities. At February 1, 2026, we had $4.5 billion of outstanding borrowings under our commercial paper program with a weighted average interest rate of 3.7% and no outstanding borrowings under our back-up credit facilities.

Long-Term Debt

We did not have any issuances of senior notes during the first six months of fiscal 2026. In April 2026, we repaid our $1.3 billion 3.00% senior notes at maturity. In June 2026, we repaid our $1.5 billion 5.15% senior notes at maturity.

Derivative Instruments and Hedging Activities

We use derivative instruments as part of our normal business operations in the management of our exposure to fluctuations in foreign currency exchange rates and interest rates on certain debt. Our objective in managing these exposures is to decrease the volatility of cash flows affected by changes in the underlying rates and to minimize the risk of changes in the fair value of certain senior notes.

We had outstanding interest rate swap agreements with combined notional amounts of $5.4 billion at both August 2, 2026 and February 1, 2026. These agreements are accounted for as fair value hedges that swap fixed for variable rate interest to hedge changes in the fair values of certain senior notes. At August 2, 2026 and February 1, 2026, the fair values of these agreements totaled $621 million and $558 million, respectively, all of which are recognized in other long-term liabilities on our consolidated balance sheets. All of our interest rate swap agreements designated as fair value hedges meet the shortcut method requirements under GAAP. Accordingly, the changes in the fair values of these agreements offset the changes in the fair value of the hedged long-term debt. At August 2, 2026 and February 1, 2026, the carrying amount of our long-term debt, excluding current installments, subject to fair value hedges was $14.5 billion and $14.6 billion, respectively.

During the three and six months ended August 2, 2026, there was no new material hedging activity or material change to any other hedging arrangement disclosed in our 2025 Form 10-K, and all related activity was immaterial for the periods presented within this report.

Collateral. We generally enter into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. To further limit our credit risk, we enter into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain derivative instruments exceeds or falls below contractually established thresholds. The cash collateral posted by the Company related to derivative instruments under our collateral security arrangements was $498 million and $459 million as of August 2, 2026 and February 1, 2026, respectively, which was recorded in other current assets on our consolidated balance sheets. We did not hold any cash collateral from counterparties as of August 2, 2026 or February 1, 2026.

Fiscal Q2 2026 Form 10-Q 12

6.STOCKHOLDERS' EQUITY

Stock Rollforward

The following table presents a reconciliation of the number of shares of our common stock outstanding and cash dividends per share:

shares in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Common stock:
Shares at beginning of period
Shares issued under employee stock plans, net
Shares at end of period
Treasury stock:
Shares at beginning and end of period()()()()
Shares outstanding at end of period
Cash dividends per share$2.33$2.30$4.66$4.60

Share Repurchases

In August 2023, our Board of Directors (the “Board”) approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved in August 2022. The August 2023 authorization does not have a prescribed expiration date. In March 2024, we paused share repurchases and have not resumed share repurchase activity as of August 2, 2026. As of August 2, 2026, approximately $11.7 billion of the $15.0 billion share repurchase authorization remained available.

7.FAIR VALUE MEASUREMENTS

The fair value of an asset is considered to be the price at which the asset could be sold in an orderly transaction between unrelated knowledgeable and willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, rather than the amount that would be paid to settle the liability with the creditor. Assets and liabilities recorded at fair value are measured using a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:

  • Level 1: observable inputs such as quoted prices in active markets for identical assets or liabilities;
  • Level 2: inputs other than quoted prices in active markets in Level 1 that are either directly or indirectly observable; and
  • Level 3: unobservable inputs for which little or no market data exists, therefore requiring management judgment to develop the Company’s own models with estimates and assumptions.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the assets and liabilities that are measured at fair value on a recurring basis:

in millionsDerivative agreements – assetsAugust 2, 2026 · Fair Value(Level 2)$August 2, 2026 · Fair Value(Level 2)February 1, 2026 · Fair Value(Level 2)$February 1, 2026 · Fair Value(Level 2)
Derivative agreements – liabilities(623)(559)
Total$(623)$(559)

The fair values of our derivative instruments are determined using an income approach and Level 2 inputs, which primarily include the respective interest rate forward curves and discount rates. Our derivative instruments are discussed further in Note 5.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Long-lived assets, goodwill, and other intangible assets are subject to nonrecurring fair value measurement for the assessment of impairment.

Fiscal Q2 2026 Form 10-Q 13

We did not have any material assets or liabilities that were measured and recognized at fair value on a nonrecurring basis during the three and six months ended August 2, 2026 or August 3, 2025.

Other Fair Value Disclosures

The carrying amounts of cash and cash equivalents, receivables, accounts payable, short-term debt, and other long-term debt approximate fair value.

The following table presents the aggregate fair values and carrying amounts of our senior notes:

in millionsAugust 2, 2026Fair Value(Level 1)August 2, 2026Carrying AmountFebruary 1, 2026Fair Value(Level 1)February 1, 2026Carrying Amount
Senior notes$39,859$44,905$44,653$47,748

8.WEIGHTED AVERAGE COMMON SHARES

The following table presents the reconciliation of our basic to diluted weighted average common shares as well as the number of anti-dilutive securities excluded from diluted weighted average common shares:

in millionsThree Months EndedAugust 2,2026Three Months EndedAugust 3,2025Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025
Basic weighted average common shares
Effect of potentially dilutive securities (1)
Diluted weighted average common shares
Anti-dilutive securities excluded from diluted weighted average common shares

(1) Represents the dilutive impact of stock-based awards.

9.CONTINGENCIES

We are involved in litigation arising in the normal course of business. In management’s opinion, any such litigation is not expected to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

10.ACQUISITIONS

Mingledorff's Acquisition

On May 11, 2026, we through our wholly owned subsidiary SRS, completed the acquisition of Mingledorff's, a leading wholesale distributor of HVAC equipment, parts, and supplies across the southeastern U.S., for total preliminary cash purchase consideration of approximately $1.1 billion. We have performed a preliminary purchase price allocation and recorded the estimated fair values of the assets acquired and liabilities assumed, including aggregate definite-lived intangible assets of $410 million with a weighted average amortization period of 21 years, and goodwill of $412 million. Net sales and net earnings attributable to Mingledorff’s for both the three and six months ended August 2, 2026 were immaterial. Pro forma results of operations are not presented as the effect of the acquisition was not material to our financial results.

GMS Acquisition

On September 4, 2025, we completed the acquisition of GMS, a leading distributor of specialty building products including drywall, ceilings, steel framing, and other complementary construction products, through branches located across the U.S. and Canada, for total cash purchase consideration of $5.1 billion. In fiscal 2025, we recorded a preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated acquisition date fair values. Areas that remain preliminary as of August 2, 2026 primarily relate to income taxes, as well as any changes to residual goodwill resulting from measurement period adjustments. Measurement period adjustments recognized in the first six months of fiscal 2026 were immaterial.

Fiscal Q2 2026 Form 10-Q 14

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides an analysis of the Company’s financial condition and results of operations from management’s perspective and should be read in conjunction with the consolidated financial statements and related notes included in this report and in the 2025 Form 10-K and with our MD&A included in the 2025 Form 10-K.

Executive Summary15
Results of Operations16
Liquidity and Capital Resources20
Critical Accounting Estimates22

EXECUTIVE SUMMARY

For the second quarter of fiscal 2026, net sales were $47.9 billion and net earnings were $4.8 billion, or $4.79 per diluted share. For the first six months of fiscal 2026, net sales were $89.6 billion and net earnings were $8.1 billion, or $8.09 per diluted share.

During the first six months of fiscal 2026, we generated $11.4 billion of cash flow from operations. This cash flow, together with cash on hand, was used to fund $4.6 billion in cash dividends, repay $3.0 billion of long-term debt, fund $1.7 billion in capital expenditures, and fund $1.3 billion in acquisitions.

In February 2026, we announced a 1.3% increase in our quarterly cash dividend to $2.33 per share.

Our inventory turnover ratio was 4.5 times at the end of the second quarter of fiscal 2026, compared to 4.6 times at the end of the second quarter of fiscal 2025.

Our ROIC for the trailing twelve-month period was 24.8% at the end of the second quarter of fiscal 2026 and 27.2% at the end of the second quarter of fiscal 2025. The decrease in ROIC was primarily driven by higher average equity due to our ongoing pause in share repurchases. See the Non-GAAP Financial Measures section below for our definition and calculation of ROIC.

During the second quarter of fiscal 2026, we opened three new stores in the U.S., resulting in a total store count of 2,364 at August 2, 2026. A total of 325 stores, or 13.7%, were located in Canada and Mexico. At the end of the second quarter of fiscal 2026, we also operated over 1,340 locations within our SRS non-reportable operating segments throughout the U.S. and Canada.

Tariffs and Other Trade Policy Matters

We continue to monitor developments related to tariffs and other trade policy matters, including the effects of the U.S. Supreme Court decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), ongoing litigation, and the implementation of additional tariffs. During the second quarter of fiscal 2026, we began receiving IEEPA tariff refunds pursuant to the U.S. Supreme Court ruling, and as of August 2, 2026, we had received approximately $730 million in IEEPA tariff refunds, representing the vast majority of our expected refunds. Approximately $685 million of these refunds were recognized as a reduction of cost of goods sold, with the remaining amount recorded as a reduction of inventory cost, nearly all within our Primary segment. Interest received in connection with the IEEPA tariff refunds was recognized within interest income and other, net on the consolidated statement of earnings.

As tariff and trade policy discussions are ongoing and related matters continue to evolve, we cannot predict with certainty their ultimate impact on our business in future periods, including our results of operations and cash flows. For more information on these risks and uncertainties see Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K.

Fiscal Q2 2026 Form 10-Q 15

RESULTS OF OPERATIONS

The following table presents the percentage relationship between net sales and major categories in our consolidated statements of earnings.

FISCAL 2026 AND FISCAL 2025 THREE MONTH COMPARISONS

dollars in millionsThree Months Ended · August 2, 2026$Three Months Ended · August 2, 2026% of Net SalesThree Months Ended · August 3, 2025$Three Months Ended · August 3, 2025% of Net Sales
Net sales$47,861$45,277
Gross profit16,11533.7%15,12533.4%
Operating expenses:
Selling, general and administrative8,42417.67,76417.1
Depreciation and amortization8521.88061.8
Total operating expenses9,27619.48,57018.9
Operating income6,83914.36,55514.5
Interest and other (income) expense:
Interest income and other, net(59)(0.1)(25)(0.1)
Interest expense5831.25751.3
Interest and other, net5241.15501.2
Earnings before provision for income taxes6,31513.26,00513.3
Provision for income taxes1,5493.21,4543.2
Net earnings$4,76610.0%$4,55110.1%

Note: Certain percentages may not sum to totals due to rounding.

Selected financial and sales data:Three Months EndedAugust 2,2026Three Months EndedAugust 3,2025% Change
Comparable sales (% change)1.7%1.0%N/A
Comparable customer transactions (% change) (1)(1.0)%(0.4)%N/A
Comparable average ticket (% change) (1) (2)2.8%1.4%N/A
Customer transactions (in millions) (1)443.2446.8(0.8)%
Average ticket (1) (2)$92.50$90.012.8%
Diluted earnings per share$4.79$4.584.6%

(1) Customer transactions and average ticket measures do not include results from HD Supply or SRS.

(2) Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance.

Sales

We assess our sales performance by evaluating both net sales and comparable sales.

Net Sales. Net sales for the second quarter of fiscal 2026 were $47.9 billion, an increase of 5.7% from $45.3 billion for the second quarter of fiscal 2025. The increase in net sales for the second quarter of fiscal 2026 was primarily driven by sales from GMS, which was acquired on September 4, 2025 and contributed $1.4 billion of incremental net sales during the second quarter of fiscal 2026, as well as the impact of a positive comparable sales environment. Net sales also increased due to sales from our acquisition of Mingledorff’s as well as sales from new stores and branches.

Online sales represented 16.6% of net sales during the second quarter of fiscal 2026 and increased by 11.0% compared to the second quarter of fiscal 2025. Online sales consist of sales of products generated through websites and mobile applications and do not include results from HD Supply or SRS.

Fiscal Q2 2026 Form 10-Q 16

A weaker U.S. dollar compared to the second quarter of fiscal 2025 positively impacted net sales by $105 million during the second quarter of fiscal 2026.

Comparable Sales. Comparable sales is a measure that highlights the performance of our existing locations and websites by measuring the change in net sales for a period over the comparable prior period of equivalent length. Comparable sales includes sales at locations, physical and online, open greater than 52 weeks (including remodels and relocations) and excludes closed stores. Acquisitions are typically included in comparable sales after they have been owned for more than 52 weeks. Comparable sales is intended only as supplemental information and is not a substitute for net sales presented in accordance with GAAP. The method of calculating comparable sales varies across the retail industry. As a result, our method of calculating comparable sales may not be the same as similarly titled measures reported by other companies.

Total comparable sales for the second quarter of fiscal 2026 increased 1.7%, primarily reflecting a 2.8% increase in comparable average ticket, partially offset by a 1.0% decrease in comparable customer transactions compared to the second quarter of fiscal 2025. Foreign exchange rates positively impacted comparable sales by approximately 25 basis points for the second quarter of fiscal 2026. Our comparable sales results reflect customer engagement with smaller repair and maintenance projects, despite the impact of consumer uncertainty and housing affordability pressure on home improvement demand.

During the second quarter of fiscal 2026, our Storage & Organization, Electrical, Hardware, Power, Plumbing, Indoor Garden, Kitchen & Blinds, Paint, Bath, Outdoor Garden, Building Materials, Flooring, and Millwork merchandising departments within our Primary segment posted positive comparable sales compared to the second quarter of fiscal 2025.

Gross Profit

Gross profit for the second quarter of fiscal 2026 increased 6.5% to $16.1 billion from $15.1 billion for the second quarter of fiscal 2025. Gross profit as a percentage of net sales, or gross profit margin, was 33.7% for the second quarter of fiscal 2026 compared to 33.4% for the second quarter of fiscal 2025. The increase in gross profit margin during the second quarter of fiscal 2026 reflects the benefit from IEEPA tariff refunds, largely offset by incremental cost pressures related to fuel, energy, and other product input costs, as well as the inclusion of GMS in our consolidated results.

Operating Expenses

Our operating expenses are composed of SG&A and depreciation and amortization.

Selling, General & Administrative. SG&A for the second quarter of fiscal 2026 increased $660 million, or 8.5%, to $8.4 billion from $7.8 billion for the second quarter of fiscal 2025. As a percentage of net sales, SG&A was 17.6% for the second quarter of fiscal 2026 compared to 17.1% for the second quarter of fiscal 2025, primarily reflecting higher operating costs relative to comparable sales performance.

Depreciation and Amortization. Depreciation and amortization for the second quarter of fiscal 2026 increased $46 million, or 5.7%, to $852 million from $806 million for the second quarter of fiscal 2025. As a percentage of net sales, depreciation and amortization was 1.8% for both the second quarter of fiscal 2026 and 2025.

Interest and Other, net

Interest and other, net was $524 million for the second quarter of fiscal 2026 compared to $550 million for the second quarter of fiscal 2025. As a percentage of net sales, interest and other, net was 1.1% for the second quarter of fiscal 2026 compared to 1.2% for the second quarter of fiscal 2025, and reflects higher interest income due to interest received from IEEPA tariff refunds during the second quarter of fiscal 2026.

Provision for Income Taxes

Our combined effective income tax rate was 24.5% for the second quarter of fiscal 2026 compared to 24.2% for the second quarter of fiscal 2025.

Diluted Earnings per Share

Diluted earnings per share were $4.79 for the second quarter of fiscal 2026 compared to $4.58 for the second quarter of fiscal 2025. The increase in diluted earnings per share was primarily driven by higher net earnings during the second quarter of fiscal 2026.

Fiscal Q2 2026 Form 10-Q 17

FISCAL 2026 AND FISCAL 2025 SIX MONTH COMPARISONS

dollars in millionsSix Months Ended · August 2, 2026$Six Months Ended · August 2, 2026% of Net SalesSix Months Ended · August 3, 2025$Six Months Ended · August 3, 2025% of Net Sales
Net sales$89,626$85,133
Gross profit29,89633.4%28,58433.6%
Operating expenses:
Selling, general and administrative16,38318.315,29418.0
Depreciation and amortization1,6931.91,6021.9
Total operating expenses18,07620.216,89619.8
Operating income11,82013.211,68813.7
Interest and other (income) expense:
Interest income and other, net(66)(0.1)(49)(0.1)
Interest expense1,1941.31,1901.4
Interest and other, net1,1281.31,1411.3
Earnings before provision for income taxes10,69211.910,54712.4
Provision for income taxes2,6372.92,5633.0
Net earnings$8,0559.0%$7,9849.4%

Note: Certain percentages may not sum to totals due to rounding.

Selected financial and sales data:Six Months EndedAugust 2,2026Six Months EndedAugust 3,2025% Change
Comparable sales (% change)1.2%0.4%N/A
Comparable customer transactions (% change) (1)(1.2)%(0.5)%N/A
Comparable average ticket (% change) (1) (2)2.5%0.7%N/A
Customer transactions (in millions) (1)834.3841.6(0.9)%
Average ticket (1) (2)$92.62$90.342.5
Diluted earnings per share$8.09$8.030.7%

(1) Customer transactions and average ticket measures do not include results from HD Supply or SRS.

(2) Average ticket represents the average price paid per transaction and is used by management to monitor the performance of the Company, as it represents a primary driver in measuring sales performance.

Sales

We assess our sales performance by evaluating both net sales and comparable sales.

Net Sales. Net sales for the first six months of fiscal 2026 were $89.6 billion, an increase of 5.3% from $85.1 billion for the first six months of fiscal 2025. The increase in net sales for the first six months of fiscal 2026 was primarily driven by sales from GMS which contributed approximately $2.8 billion of incremental net sales during the first six months of fiscal 2026, as well as the impact of a positive comparable sales environment. Net sales also increased due to sales from new stores and branches, as well as our acquisition of Mingledorff’s.

Online sales represented 16.5% of net sales during the first six months of fiscal 2026 and increased by 10.8% compared to the first six months of fiscal 2025.

A weaker U.S. dollar compared to the first six months of fiscal 2025 positively impacted net sales by $325 million during the first six months of fiscal 2026.

Comparable Sales. Total comparable sales for the first six months of fiscal 2026 increased 1.2%, primarily reflecting a 2.5% increase in comparable average ticket, partially offset by a 1.2% decrease in comparable customer transactions compared to the first six months of fiscal 2025. Foreign exchange rates positively impacted comparable sales by approximately 40 basis points for the first six months of fiscal 2026. Our comparable sales

Fiscal Q2 2026 Form 10-Q 18

results reflect customer engagement with smaller repair and maintenance projects, despite the impact of consumer uncertainty and housing affordability pressure on home improvement demand.

During the first six months of fiscal 2026, our Storage & Organization, Hardware, Power, Electrical, Plumbing, Indoor Garden, Bath, Paint, Kitchen & Blinds, and Outdoor Garden merchandising departments within our Primary segment posted positive comparable sales compared to the first six months of fiscal 2025.

Gross Profit

Gross profit for the first six months of fiscal 2026 increased 4.6% to $29.9 billion from $28.6 billion for the first six months of fiscal 2025. Gross profit as a percentage of net sales, or gross profit margin, was 33.4% for the first six months of fiscal 2026 compared to 33.6% for the first six months of fiscal 2025. The decrease in gross profit margin during the first six months of fiscal 2026 reflects the inclusion of GMS in our consolidated results, as well as incremental cost pressures related to fuel, energy, and other product input costs, largely offset by the benefit from IEEPA tariff refunds.

Operating Expenses

Our operating expenses are composed of SG&A and depreciation and amortization.

Selling, General & Administrative. SG&A for the first six months of fiscal 2026 increased $1.1 billion, or 7.1%, to $16.4 billion from $15.3 billion for the first six months of fiscal 2025. As a percentage of net sales, SG&A was 18.3% for the first six months of fiscal 2026 compared to 18.0% for the first six months of fiscal 2025, primarily reflecting higher operating costs relative to comparable sales performance.

Depreciation and Amortization. Depreciation and amortization for the first six months of fiscal 2026 increased $91 million, or 5.7%, to $1.7 billion from $1.6 billion for the first six months of fiscal 2025. As a percentage of net sales, depreciation and amortization was 1.9% for the first six months of both fiscal 2026 and fiscal 2025.

Interest and Other, net

Interest and other, net was $1.1 billion for the first six months of both fiscal 2026 and fiscal 2025. As a percentage of net sales, interest and other, net was 1.3% for the first six months of both fiscal 2026 and fiscal 2025.

Provision for Income Taxes

Our combined effective income tax rate was 24.7% for the first six months of fiscal 2026 compared to 24.3% for the first six months of fiscal 2025.

Diluted Earnings per Share

Diluted earnings per share were $8.09 for the first six months of fiscal 2026, compared to $8.03 for the first six months of fiscal 2025. The increase in diluted earnings per share was primarily driven by higher net earnings during the first six months of fiscal 2026.

NON-GAAP FINANCIAL MEASURES

To provide clarity on our operating performance, we supplement our reporting with certain non-GAAP financial measures. However, this supplemental information should not be considered in isolation or as a substitute for the related GAAP measures. Non-GAAP financial measures presented herein may differ from similar measures used by other companies.

Return on Invested Capital

We believe ROIC is meaningful for management, investors, and ratings agencies because it measures how effectively we deploy our capital base. ROIC is a non-GAAP profitability measure, not a measure of financial performance under GAAP. We define ROIC as NOPAT, a non-GAAP financial measure, for the most recent twelve-month period, divided by average debt and equity. We define average debt and equity as the average of beginning and ending long-term debt (including current installments) and equity for the most recent twelve-month period.

Fiscal Q2 2026 Form 10-Q 19

The following table presents the calculation of ROIC, together with a reconciliation of NOPAT to net earnings (the most comparable GAAP financial measure):

dollars in millionsTwelve Months Ended (2)August 2,2026Twelve Months Ended (2)August 3,2025
Net earnings$14,227$14,629
Interest and other, net2,2752,344
Provision for income taxes4,5204,628
Operating income21,02221,601
Income tax adjustment (1)(5,115)(5,189)
NOPAT$15,907$16,412
Average debt and equity$64,124$60,305
ROIC24.8%27.2%

(1) Income tax adjustment is defined as operating income multiplied by our effective tax rate for the trailing twelve months.

(2) The fourth quarter of fiscal 2024 includes 14 weeks. All other quarters include 13 weeks. Consistent with our consolidated financial statements, periods presented only include operating results for acquisitions since their respective acquisition dates.

LIQUIDITY AND CAPITAL RESOURCES

At August 2, 2026, we had $2.1 billion in cash and cash equivalents, of which $1.4 billion was held by our foreign subsidiaries. We believe that our current cash position, cash flow generated from operations, funds available from our commercial paper program, and access to the long-term debt capital markets should be sufficient not only for our operating requirements, any required debt payments, and satisfaction of other contractual obligations, but also to enable us to invest in the business, fund dividend payments, and fund any share repurchases through the next several fiscal years. In addition, we believe that we have the ability to obtain alternative sources of financing, if necessary or appropriate.

Our material cash requirements include contractual and other obligations arising in the normal course of business. Our contractual obligations include long-term debt and related interest payments, operating and finance lease obligations, and purchase obligations. In addition to our cash requirements, we follow a disciplined approach to capital allocation. This approach first prioritizes investing in the business, followed by paying dividends, with the intent of then returning excess cash to shareholders in the form of share repurchases. In March 2024, we paused share repurchases in connection with the SRS acquisition and do not have plans to resume share repurchases in fiscal 2026 as we seek to reduce our outstanding debt.

During the first six months of fiscal 2026, we invested $1.7 billion back into our business in the form of capital expenditures. We plan to invest approximately $4 billion back into our business in the form of capital expenditures in fiscal 2026, in line with our expectation of approximately 2.5% of projected fiscal 2026 net sales. We expect to make investments across initiatives supporting our strategy of driving our core and culture, including building new stores and maintaining existing stores, delivering a frictionless interconnected experience, and winning with Pros. However, as in the past, we may adjust our capital expenditures to support the operations of the business, to enhance long-term strategic positioning, or in response to the economic environment, as necessary or appropriate. We may also utilize acquisitions to help accelerate our strategic initiatives.

In February 2026, we announced a 1.3% increase in our quarterly cash dividend from $2.30 to $2.33 per share. During the first six months of fiscal 2026, we paid cash dividends of $4.6 billion to shareholders. We intend to pay a dividend in the future; however, any future dividend is subject to declaration by our Board based on our earnings, capital requirements, financial condition, and other factors considered relevant by our Board.

In August 2023, our Board approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved in August 2022. The August 2023 authorization does not have a prescribed expiration date. As of August 2, 2026, approximately $11.7 billion of the $15.0 billion share repurchase authorization remained available.

Fiscal Q2 2026 Form 10-Q 20

DEBT

We have a commercial paper program that allows for an aggregate of $11.0 billion in borrowings, and is supported by $11.0 billion of back-up credit facilities. At the beginning of fiscal 2026, these back-up credit facilities consisted of a five-year $3.5 billion credit facility scheduled to expire in May 2030, a 364-day $3.5 billion credit facility scheduled to expire in July 2026, a three-year $3.0 billion credit facility scheduled to expire in July 2028, and a 364-day $1.0 billion credit facility scheduled to expire in July 2026. During the second quarter of fiscal 2026, we entered into a new 364-day $4.5 billion back-up credit facility scheduled to expire in July 2027. This facility replaced our prior 364-day $3.5 billion and 364-day $1.0 billion back-up credit facilities, which were scheduled to expire in July 2026.

During the first six months of fiscal 2026, all of our short-term borrowings were under our commercial paper program. We utilized commercial paper borrowings to support general liquidity, including the repayment of long-term debt, and the maximum amount outstanding during the first six months of fiscal 2026 was $6.2 billion. At August 2, 2026, we had outstanding borrowings under our commercial paper program of $4.2 billion with a weighted average interest rate of 3.8%, we had no outstanding borrowings under our back-up credit facilities, and we were in compliance with all of the covenants contained in our back-up credit facilities, none of which are expected to impact our liquidity or capital resources.

We also issue senior notes from time to time. We did not have any issuances of senior notes during the first six months of fiscal 2026. During the first six months of fiscal 2026, we repaid an aggregate of $2.8 billion of senior notes at maturity.

The indentures governing our senior notes do not generally limit our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. The indentures governing our notes contain various covenants, none of which are expected to impact our liquidity or capital resources. We were in compliance with all such covenants at August 2, 2026. See Note 5 to our consolidated financial statements for further discussion of our debt arrangements.

CASH FLOWS SUMMARY

Operating Activities

Cash flow generated from operations provides us with a significant source of liquidity. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for products and services, associate compensation, operations, occupancy costs, and income taxes. Cash provided by or used in operating activities is also subject to changes in working capital. Working capital at any point in time is subject to many variables, including seasonality, inventory management and category expansion, the timing of cash receipts and payments, vendor payment terms, and fluctuations in foreign exchange rates.

Net cash provided by operating activities increased by $2.5 billion in the first six months of fiscal 2026 compared to the first six months of fiscal 2025, primarily due to changes in working capital. Changes in working capital were primarily driven by timing of vendor payments and inventory management, along with the deferral of our fourth quarter fiscal 2024 estimated federal tax payment to the first quarter of fiscal 2025, which resulted in fewer income tax payments in the first six months of fiscal 2026 compared to the first six months of fiscal 2025.

Investing Activities

Net cash used in investing activities increased by $1.1 billion in the first six months of fiscal 2026 compared to the first six months of fiscal 2025, primarily resulting from higher cash paid for acquisitions during the first six months of fiscal 2026 compared to the first six months of fiscal 2025.

Financing Activities

Net cash used in financing activities in the first six months of fiscal 2026 primarily reflected $4.6 billion of cash dividends paid and $3.0 billion of repayments of long-term debt. Net cash used in financing activities in the first six months of fiscal 2025 primarily reflected $4.6 billion of cash dividends paid and $1.2 billion of repayments of long-term debt.

Fiscal Q2 2026 Form 10-Q 21

CRITICAL ACCOUNTING ESTIMATES

During the first six months of fiscal 2026, there were no changes to our critical accounting estimates or our significant accounting policies as disclosed in the 2025 Form 10-K. Our significant accounting policies are disclosed in Note 1 to our consolidated financial statements.

ADDITIONAL INFORMATION

For information on accounting pronouncements that have impacted or may materially impact our consolidated financial condition, results of operations, or cash flows, see Note 1 to our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our exposure to market risk results primarily from fluctuations in interest rates in connection with our long-term debt portfolio. We are also exposed to risks from foreign currency exchange rate fluctuations on the translation of our foreign operations into U.S. dollars and on the purchase of goods by these foreign operations that are not denominated in their local currencies. Additionally, we may experience inflation and deflation related to our purchase and sale of certain commodity products. During the first six months of fiscal 2026, there were no material changes to our market risks from those disclosed in the 2025 Form 10-K.

Item 4. Controls and Procedures.

Under the direction and with the participation of our Principal Financial Officer and Interim Principal Executive Officer, we evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) and concluded that our disclosure controls and procedures were effective as of August 2, 2026.

We are in the process of an ongoing business transformation initiative, which includes upgrading and migrating certain accounting and finance systems. We plan to continue to migrate additional business processes over the course of the next few years and have modified and will continue to modify the design and implementation of certain internal control processes as the transformation continues.

Except as described above, there were no other changes in our internal control over financial reporting during the fiscal quarter ended August 2, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Fiscal Q2 2026 Form 10-Q 22

PART II – OTHER INFORMATION

Item 1A. Risk Factors.

In addition to the information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A. “Risk Factors” and elsewhere in the 2025 Form 10-K. These risks and uncertainties could materially and adversely affect our business, consolidated financial condition, results of operations, or cash flows. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently do not consider material to our business. There have been no material changes in the risk factors discussed in the 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

ISSUER PURCHASES OF EQUITY SECURITIES

The following table presents the number and average price of shares purchased in each fiscal month of the second quarter of fiscal 2026:

PeriodTotal Number of Shares Purchased(1)Average Price Paid Per Share(1)Total Number of Shares Purchased as Part of Publicly Announced Program(2)Dollar Value of Shares that May Yet Be Purchased Under the Program(2)(3)
May 4, 2026 – May 31, 20267,168$318.38$11,657,503,041
June 1, 2026 – June 28, 20261,176319.7411,657,503,041
June 29, 2026 – August 2, 20262,147343.7011,657,503,041
10,491323.72

(1) These amounts reflect deemed repurchases pursuant to our Omnibus Stock Incentive Plan, as Amended and Restated May 19, 2022 (the “Omnibus Plan”). Under the Omnibus Plan, participants surrender shares as payment of applicable tax withholding on the vesting of restricted stock. Participants in the Omnibus Plan may also exercise stock options by surrendering shares of common stock that the participants already own as payment of the exercise price. Shares so surrendered by participants in the Omnibus Plan are repurchased pursuant to the terms of the Omnibus Plan and applicable award agreement and not pursuant to publicly announced share repurchase programs.

(2) On August 14, 2023, our Board approved a $15.0 billion share repurchase authorization that replaced the previous authorization of $15.0 billion, which was approved on August 18, 2022. The August 2023 authorization does not have a prescribed expiration date. We paused share repurchases in March 2024 and had not resumed share repurchase activity as of August 2, 2026.

(3) Excludes excise taxes incurred on share repurchases.

SALES OF UNREGISTERED SECURITIES

During the second quarter of fiscal 2026, we issued 3,113 deferred stock units under The Home Depot, Inc. Nonemployee Directors’ Deferred Stock Compensation Plan pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of the SEC’s Regulation D thereunder. The deferred stock units were credited during the second quarter of fiscal 2026 to the accounts of those non-employee directors who elected to receive all or a portion of Board retainers in the form of deferred stock units instead of cash. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in the plan.

During the second quarter of fiscal 2026, we credited 876 deferred stock units to participant accounts under the Restoration Plans pursuant to an exemption from the registration requirements of the Securities Act for involuntary, non-contributory plans. The deferred stock units convert to shares of common stock on a one-for-one basis following a termination of service as described in these plans.

Item 5. Other Information.

Trading Arrangements

During the fiscal quarter ended August 2, 2026, no director or officer (as defined in the rules under Section 16 of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Fiscal Q2 2026 Form 10-Q 23

Item 6. Exhibits. 24

SIGNATURES 25

Fiscal Q2 2026 Form 10-Q i

COMMONLY USED OR DEFINED TERMS

Term Definition

Comparable sales As defined in the Results of Operations section of MD&A

Exchange Act Securities Exchange Act of 1934, as amended

fiscal 2024 Fiscal year ended February 2, 2025 (includes 53 weeks)

fiscal 2025 Fiscal year ended February 1, 2026 (includes 52 weeks)

fiscal 2026 Fiscal year ending January 31, 2027 (includes 52 weeks)

GAAP U.S. generally accepted accounting principles

GMS GMS Inc.

MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations

Mingledorff's Mingledorff's, LLC

NOPAT Net operating profit after tax

Pro Professional customer

Restoration Plans Home Depot FutureBuilder Restoration Plan and HD Supply Restoration Plan

ROIC Return on invested capital

SEC Securities and Exchange Commission

Securities Act Securities Act of 1933, as amended

SG&A Selling, general, and administrative expenses

SRS SRS Distribution Inc.

2025 Form 10-K Annual Report on Form 10-K for fiscal 2025 as filed with the SEC on March 18, 2026

Fiscal Q2 2026 Form 10-Q ii

Fiscal Q2 2026 Form 10-Q iii

PART I – FINANCIAL INFORMATION