‘25

Annual

Report

Dear Shareholders:

Fiscal 2025: A Year of Continued Focus on our Growth

Strategy

During fiscal 2025 our teams executed well despite

several dynamics pressuring housing and home

improvement demand. Fiscal 2025 was also a year

of progress on our growth strategy, as we invested

in a number of areas across the business to position

ourselves for continued success.

During fiscal 2025, total sales grew by $5.2 billion or 3.2

percent to $164.7 billion, compared to fiscal 2024. Fiscal

2025 comparable sales growth was 0.3 percent for the

total Company and 0.5 percent in the U.S. Our fiscal 2025

net earnings were $14.2 billion, and adjusted

(1)

earnings

per diluted share decreased 3.6 percent to $14.69.

Focused on our Growth Strategy

Over the last few years, we have successfully managed

through a dynamic environment, including elevated

interest rates, pressured housing affordability, and general

economic uncertainty. Throughout this period our growth

strategy has remained unchanged: drive our core and

culture, deliver a frictionless interconnected experience,

and win with the Pro. And everything we do is rooted in

our enduring set of values and empowering culture. Our

objectives to grow market share and deliver shareholder

value also remain unchanged.

Drive our Core and Culture

Our stores remain the core of our business, and we will

continue to invest in our associates and store experience

to deliver the best customer experience in home

improvement. Knowledgeable associates and on shelf

availability are critical to the store experience, and we are

empowering our associates to drive sales by enhancing

training and product knowledge, optimizing processes,

simplifying tasks, and leveraging technology to drive a

better customer experience. Customers expect us to

have a broad assortment of quality products and our

LETTER TO

SHAREHOLDERS

best-in-class merchandising team partners with leading

suppliers to deliver innovation, exclusivity, and everyday

value.

Nothing speaks to the vitality of our business more than our

commitment to open new stores. During our Investor and

Analyst Conference in 2023, we announced plans to build

80 new stores over a five-year period. We are building these

stores in geographic areas that have experienced significant

population growth, or where we need to relieve pressure on

existing high-volume stores. The performance in the 37 new

stores we have built over the past three years is exceeding

our expectations, which is why at our 2025 Investor and

Analyst Conference we announced that following the

completion of our approximately 80 new stores plan in

2027, we anticipate that we will continue to build 15 to 20

stores per year for the foreseeable future.

While our stores are the center of our ecosystem, it’s

our orange-blooded associates and culture that bring

them to life every day. Our Culture has guided us as we

revolutionized home improvement, and it will continue to

guide us as our business evolves. Our Values Wheel is

our North Star, and our Inverted Pyramid reminds us who

matters most – our customers and our associates.

Deliver a Frictionless Interconnected Experience

We know our customers navigate between our physical

and digital assets and it is our intent to deliver a frictionless

interconnected customer experience regardless of how our

customers choose to engage and shop with us. This year, a

key focus area was speed of delivery. Through investments

in inventory, technology, and our nearly 200 last-mile

distribution assets, we achieved the fastest delivery speeds

in our history. We accomplished this by using ship from best

location, a proprietary algorithm that looks across all of our

distribution assets, including our stores, to optimize speed,

determining when, where and how to most effectively ship

products to our customers. Despite our delivery volumes’

(1)

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). As used above, adjusted diluted earnings per share is a non-GAAP

financial measure. Refer to the end of this annual report for an explanation of this non-GAAP financial measure and a reconciliation to the most directly comparable GAAP measure.

rapid growth in 2025, over half of our deliveries on

products we stock are now same day or next day.

In addition to the progress we have made around

delivery, we have made similar strides with the

customer experience across our digital assets

by leveraging technology. These investments

include everything from search, recommendations,

compatibility, cart building, catalog data, sourcing

logic, delivery route intelligence, to post-purchase

support, and more. One of our investments, Magic

Apron, is a suite of proprietary generative AI products

that help our customers with their online shopping

journey. Customers use Magic Apron for that same

type of orange apron in-store assistance online,

whether it is a product or project inquiry, customer

feedback, or as a shopping assistant. As a result,

Magic Apron has improved the customer experience

meaningfully, which is translating into higher levels of

conversion and sales.

These enhancements are contributing to the

double-digit growth we have seen in our online

business, supported by the highest conversion

rates in company history, an increase in customer

satisfaction, and incremental spend across channels

with customers who are more frequently engaging

with our enhanced capabilities. We will continue to

invest to drive growth across the business, focusing

on the site experience, delivery experience, and every

aspect of the interconnected shopping experience.

Win the Pro

We have an enormous opportunity to grow our share of

the Pro’s wallet. Nearly all Pros shop at The Home Depot,

and we are building differentiated capabilities to better

serve them. Our stores have always been a destination

for Pros and our value proposition has been simple – we

have the brands, categories and quantities that Pros need,

at everyday low prices, conveniently located in one store

location. Our Pros’ expectations have evolved over the

years and we have continued to invest to enhance the

store experience. We are focused on ensuring we have the

brands our Pros want and in the quantities they need, while

developing incremental capabilities to better serve them, like

investing in a unified Pro team that helps drive engagement.

The beauty of these investments is that they enhance the

shopping experience for all Pros, whether they shop our

stores for all their project needs or for urgent and fill-in

occasions.

We also have a significant growth opportunity ahead of us

with the medium to large Pro that shops across categories

and works on complex projects. At The Home Depot,

we can simplify their experience by reducing complexity,

including the number of suppliers they need to transact with,

saving them time and money. While we are investing across

our entire ecosystem of products and services, there are

six capabilities these larger Pros expect that we have not

typically offered in the past. These include a professional

sales force, enhanced delivery capabilities, trade credit,

preferred pricing programs, order management, and a

best-in-class digital experience. Today we have many of

these capabilities in some of our top Pro markets, which

are all in different stages of maturity. And as our Pros

utilize our ecosystem of capabilities, we see increased

engagement and incremental spend.

In addition, with SRS, we are now able to better serve

the specialty trades Pros. These are Pros who tend to

have a narrower focus and need very deep assortments

in their specific categories. SRS is an extraordinary

specialty platform, with leading market positions and

growth opportunities across all of their verticals. Our

combined capabilities create greater value by sharing

each other’s respective product catalogs, leveraging

each other’s logistics and supply chain and each

other’s competitive advantages. In fiscal 2025, SRS

completed the acquisition of GMS, adding a highly

complementary and adjacent vertical to SRS’s business

with differentiated capabilities, product categories and

customer relationships. SRS and GMS are already finding

ways to better serve their customers and grow sales

together. By bundling GMS’s interior products with SRS’s

exterior offerings, we can now provide customers more

solutions, increasing wallet share and customer retention.

Together, these Pro assets and capabilities represent an

unrivaled Pro ecosystem. And as we continue to align all of

our assets, we drive growth. By coordinating sales teams

and customer lists, product catalogs and inventory, and

supply chains and delivery assets, we are able to cross-

sell larger Pros with broader product offerings and service

capabilities all across the country.

Throughout the year our associates displayed strength,

resilience and engagement, and I want to thank them and

our supplier partners for their hard work and dedication to

serving our customers and communities.

As we look to fiscal 2026, we will continue to leverage our

distinct competitive advantages to capitalize on compelling

growth opportunities in our space. The investments we have

made and will continue to make in differentiated capabilities

throughout the business will deliver a value proposition that

we believe is unique in the marketplace, allowing us to grow

faster than the market over time.

Ted Decker

March 18, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 1, 2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-8207

THE HOME DEPOT, INC.

(Exact name of registrant as specified in its charter)

Delaware

95-3261426

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

2455 Paces Ferry Road

Atlanta,

Georgia

30339

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:

(770) 433-8211

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.05 Par Value Per Share

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes

☒

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes

☐

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),

and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller

reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the

registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes

☐

☒

The aggregate market value of voting common stock held by non-affiliates of the registrant on August 1, 2025 was $371.8 billion.

The number of shares outstanding of the registrant’s common stock as of March 4, 2026 was 996,011,466 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s proxy statement for the 2026 Annual Meeting of Shareholders are incorporated by reference in Part III of

this Form 10-K to the extent described herein.

Table of Contents

TABLE OF CONTENTS

Commonly Used or Defined Terms

Forward-Looking Statements

iii

PART I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 1C.

Cybersecurity

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

Item 6.

Reserved

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15.

Exhibits and Financial Statement Schedules

Item 16.

Form 10-K Summary

SIGNATURES

Fiscal 2025 Form 10-K

COMMONLY USED OR DEFINED TERMS

Artificial intelligence

ASU

Accounting Standards Update

BODFS

Buy Online, Deliver From Store

BOPIS

Buy Online, Pickup In Store

BORIS

Buy Online, Return In Store

BOSS

Buy Online, Ship to Store

Comparable sales

As defined in the

Results of Operations

section of MD&A

DIFM

Do-It-For-Me

DIY

Do-It-Yourself

EH&S

Environmental, Health, and Safety

EPA

U.S. Environmental Protection Agency

ESPP

Employee Stock Purchase Plan

Exchange Act

Securities Exchange Act of 1934, as amended

FASB

Financial Accounting Standards Board

FDC

Flatbed distribution centers

fiscal 2023

Fiscal year ended January 28, 2024 (includes 52 weeks)

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.

IRS

Internal Revenue Service

MD&A

Management’s Discussion and Analysis of Financial Condition and Results of Operations

MRO

Maintenance, repair, and operations

NOPAT

Net operating profit after tax

NYSE

New York Stock Exchange

PLCC

Private label credit card

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.

Term

Definition

Table of Contents

Fiscal 2025 Form 10-K

FORWARD-LOOKING STATEMENTS

Certain statements contained herein, as well as in other filings we make with the SEC and other written and oral

information we release, including statements regarding our performance, estimates, expectations, beliefs,

intentions, projections, strategies for the future, or other events or developments in the future may constitute

“forward-looking statements” under the federal securities laws, including as defined in the Private Securities

Litigation Reform Act of 1995. Forward-looking statements are based on currently available information and our

current assumptions, expectations and projections about future events, and use words such as “may,” “will,” “could,”

“should,” “would,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “believe,” “expect,” “target,” “prospects,”

“potential,” “commit” and “forecast,” or words of similar import or meaning or refer to future time periods.

Forward-looking statements may relate to, among other things, our brand and reputation; the demand for our

products and services, including as a result of macroeconomic conditions and changing customer preferences and

expectations; net sales growth; comparable sales; the effects of competition; implementation of interconnected,

store, supply chain, technology, innovation and other strategic initiatives, including with respect to real estate;

inventory, on-shelf availability, and in-stock positions; the state of the economy; the state of the housing and home

improvement markets; the state of the credit markets, including mortgages, home equity loans, and consumer and

trade credit; the impact of tariffs; trade policy changes or restrictions, or international trade disputes and efforts and

ability to continue to diversify our supply chain; issues related to the payment methods we accept; demand for credit

offerings, including trade credit; management of relationships with our associates, jobseekers, suppliers and service

providers; cost and availability of labor; costs of fuel and other energy sources; events that could disrupt our

business, supply chain, technology infrastructure, or demand for our products and services, such as tariffs, trade

policy changes or restrictions or international trade disputes, natural disasters, climate change, public health issues,

cybersecurity events, and labor disputes; geopolitical tensions or conflicts, military conflicts, or acts of war; our

ability to maintain a safe and secure store environment; our ability to address expectations regarding sustainability

and human capital management matters and meet related goals; continuation or suspension of share repurchases;

net earnings and margin performance; earnings per share; future dividends; capital allocation and expenditures;

productivity; liquidity; ROIC; expense and debt leverage; changes in interest rates; changes in foreign currency

exchange rates; commodity or other price inflation and deflation; our ability to issue debt on terms and at rates

acceptable to us; the impact and expected outcome of investigations, inquiries, claims, and litigation, including

compliance with related settlements; the challenges of operating in international markets; the adequacy of insurance

coverage; the effect of accounting charges; the effect of adopting certain accounting standards; the impact of legal

and regulatory changes, including executive orders and other administrative or legislative actions, such as changes

to tax laws and regulations; store openings and closures; financial outlook; and the impact of acquired companies,

including SRS and GMS, on our organization and the ability to recognize the anticipated benefits of completed or

pending acquisitions.

These statements are not guarantees of future performance and are subject to future events, risks and uncertainties

— many of which are beyond our control, dependent on the actions of third parties, or currently unknown to us — as

well as potentially inaccurate assumptions that could cause actual results to differ materially from our historical

experience and our expectations and projections. These risks and uncertainties include, but are not limited to, those

described in

Part I, Item 1A. Risk Factors

, and elsewhere in this report and also as described from time to time in

reports subsequently filed with the SEC. You should read such information in conjunction with our consolidated

financial statements and related notes and

Part II, Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

in this report. There also may be other factors that we cannot anticipate or that

are not described herein, generally because we do not currently perceive them to be material. Such factors could

cause results to differ materially from our expectations. Forward-looking statements speak only as of the date they

are made, and we do not undertake to update these statements other than as required by law. You are advised,

however, to review any further disclosures we make on related subjects in our filings with the SEC and in our other

public statements.

Table of Contents

Fiscal 2025 Form 10-K

iii

PART I

Item 1. Business.

INTRODUCTION

The Home Depot, Inc. is the world’s largest home improvement retailer based on net sales for fiscal 2025. We offer

our customers a wide assortment of home improvement products, building materials, lawn and garden products,

décor products, and facilities MRO products, in stores and online. We also provide a number of services, including

home improvement installation services, and tool and equipment rental. As of the end of fiscal 2025, we operated

2,359 stores located throughout the U.S. (including the Commonwealth of Puerto Rico and the territories of the

U.S. Virgin Islands and Guam), Canada, and Mexico. The Home Depot stores average approximately

104,000 square feet of enclosed space, with approximately 24,000 additional square feet of outside garden area.

We also maintain a network of distribution and fulfillment centers, as well as mobile applications and e-commerce

websites in the U.S., Canada, and Mexico. For disclosure purposes, the geographic operating segments of the U.S.,

Canada and Mexico are aggregated into one reportable segment (the “Primary segment”).

In fiscal 2024, we acquired SRS, a leading residential specialty trade distribution company across several verticals

engaged in the distribution of residential and commercial roofing products and complementary building products,

landscape supplies, and swimming pool supplies serving the professional roofer, landscaper, and pool contractor. In

fiscal 2025, SRS completed the acquisition of GMS, a leading distributor of specialty building products, including

drywall, ceilings, steel framing and other complementary construction products. At the end of fiscal 2025, SRS,

which includes GMS, operated over 1,250 locations throughout the U.S. and Canada, most of which have a

distribution center, material handling and delivery equipment, and inventory. Following the GMS acquisition, SRS is

organized as four different lines of business: roofing and building products, interior and construction products,

landscape, and pool. Each line of business was determined to represent an operating segment, none of which are

deemed reportable segments.

Unless otherwise indicated or the context otherwise requires, when we refer to “The Home Depot,” “Home Depot,”

the “Company,” “we,” “us” or “our” in this report, we are referring to The Home Depot, Inc. and its consolidated

subsidiaries.

The Home Depot, Inc. is a Delaware corporation that was incorporated in 1978. Our Store Support Center

(corporate headquarters) is located at 2455 Paces Ferry Road, Atlanta, Georgia 30339. Our telephone number at

that address is (770) 433-8211.

OUR BUSINESS

OUR STRATEGY

The Home Depot is focused on leveraging its distinct competitive advantages – our brand, excellent customer

service, product authority in home improvement, knowledgeable associates and culture, scale, premier real estate

portfolio, digital and interconnected experience, supply chain network, and our deep relationships with Pros – to

take advantage of the significant growth opportunities in the highly fragmented markets in which we operate. In

fiscal 2025, we strategically invested across our business to advance our growth strategy:

•

Drive our core and culture by supporting our associates so that they can deliver the best customer

experience in home improvement;

•

Deliver a frictionless interconnected customer experience, regardless of whether our customers choose to

engage and shop with us in-store or through our digital properties; and

•

Win with Pros through our differentiated value proposition and ecosystem of capabilities.

We believe that this strategy will help us grow faster than the market and deliver value to our shareholders. Driven

by our core values, our Inverted Pyramid model reminds us who matters most – our customers and our associates.

These values, embedded in our culture since the Company’s founding, continue to guide us as our business

evolves.

Table of Contents

Fiscal 2025 Form 10-K

DELIVER SHAREHOLDER VALUE

We seek to deliver on our objective to create shareholder value through our disciplined approach to capital

allocation. Our capital allocation principles are as follows:

•

First, we intend to reinvest in our business to drive growth faster than the market.

•

Second, after reinvesting in the business, we look to pay a quarterly dividend.

•

Third, after reinvesting in our business and paying our dividend, we intend to return excess cash to our

shareholders through share repurchases.

In fiscal 2025, we invested $3.7 billion in capital expenditures 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. SRS also acquired GMS to accelerate the vision of becoming a

leading, multi-category building materials distributor. We continue to focus on driving productivity throughout the

business, including by leveraging technology to drive efficiency in freight flow management, supply chain

optimization, and streamlining central processes. By reinvesting in our business to drive growth and productivity, we

are able to improve the customer experience, increase our competitiveness in the market, and deliver shareholder

value.

In fiscal 2025, we returned $9.2 billion to shareholders in the form of cash dividends, following a 2.2% increase in

our quarterly cash dividend from $2.25 per share to $2.30 per share announced in February 2025. Our capital

allocation is discussed further in

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations.

OUR CUSTOMERS

We serve two primary customer groups — consumers (including both DIY and DIFM customers) and Pros — and

have developed varying approaches to meet their diverse needs:

DIY Customers

These customers are typically homeowners who purchase products and complete their own projects and

installations. Our associates assist these customers both in our stores and through digital resources designed to

provide product and project knowledge. We also offer a variety of clinics and workshops to share this knowledge

and to build an emotional connection with our DIY customers. As the preferences and behaviors of our DIY

customers change, we are continuing to invest in capabilities to better meet their evolving expectations.

Pros

These customers are primarily professional renovators/remodelers, general contractors, homebuilders,

maintenance professionals, handymen, property managers, building service contractors and specialty tradespeople,

such as electricians, landscapers, insulation installers, plumbers, painters, pool contractors, roofers, and wallboard

and ceiling installers. These customers build, renovate, remodel, repair, and maintain residential properties,

multifamily properties, hospitality properties, and commercial facilities, including educational, healthcare,

governmental, institutional, and office buildings, as well as data centers.

We have a number of initiatives designed to drive growth with Pros, including those working on both simple and

complex projects. We remain focused on providing a customized digital experience tailored to Pros’ needs, a

dedicated sales force, a broad and deep assortment of Pro-focused products and brands, an extensive delivery

network, our Pro Xtra loyalty program, and enhanced credit offerings. Building on our historical strength as a

destination for all Pros, we are continuing to invest in differentiated capabilities that will help us better serve our

Pros’ needs, including differentiated fulfillment options, preferred pricing, additional trade credit offerings including

our Pro Trade Credit program, more convenient locations and showroom space, and technology tools designed to

streamline order management and project planning and management. In fiscal 2024, we acquired SRS, which sells

products to specialty trade roofers, landscapers, and pool contractors. The acquisition of GMS by SRS in fiscal

2025 further expanded our ability to serve Pros by adding specialty interior building products such as wallboard,

ceilings, steel framing and complementary products for residential and commercial projects. We also provide MRO

products and related value-added services to multifamily, hospitality, healthcare, and government housing facilities,

among others, primarily through our subsidiary HD Supply.

We believe these investments in differentiated capabilities support our goal to serve as the preferred partner for our

Pros across their entire project, giving them the choice to streamline their purchasing to optimize efficiency and

complete their jobs on time and on budget.

Table of Contents

Fiscal 2025 Form 10-K

DIFM Customers

Intersecting our DIY customers and our Pros are our DIFM customers. These customers are typically homeowners

who use Pros to complete their projects or installations. Currently, we offer installation services in a variety of

categories, such as flooring, water heaters, bath, garage doors, cabinets, cabinet makeovers, countertops, sheds,

furnaces and central air systems, windows, and window coverings. DIFM customers can purchase these services in

our stores, online, or in their homes through in-home consultations. In addition to serving our DIFM customer needs,

we believe our focus on Pros who perform services for these customers helps us drive higher product sales.

OUR PRODUCTS AND SERVICES

A typical Home Depot store stocks approximately 30,000 to 40,000 items during the year, including both national

brand name and proprietary products, across the following merchandising departments: Appliances, Bath, Building

Materials, Electrical, Flooring, Hardware, Indoor Garden, Kitchen & Blinds, Lighting, Lumber, Millwork, Outdoor

Garden, Paint, Plumbing, Power, and Storage & Organization. Our online product offerings complement our stores

by serving as an extended aisle, and we offer a significantly broader product assortment through our mobile

applications and websites, including homedepot.com, our primary website; homedepot.ca and homedepot.com.mx,

our websites in Canada and Mexico, respectively; hdsupply.com, our website for our MRO products and related

services; our websites for custom window coverings, including blinds.com, justblinds.com and americanblinds.com;

constructionresourcesusa.com, our website for design-oriented surfaces, appliances and architectural specialty

products for Pros; thecompanystore.com, our website featuring textiles and décor products; and srsdistribution.com,

heritagelandscapesupplygroup.com, heritagepoolsupplygroup.com, and gms.com, our websites serving the roofing

and exterior building materials, landscape, pool product, and interior building product needs of specialty trade Pros,

respectively.

Our merchandising organization delivers product innovation, assortment and value, which reinforces our position as

the product authority in home improvement and is one of our distinctive competitive advantages. At the same time,

we remain focused on offering the right products at everyday value in our stores and online. The strong strategic

relationships that our merchandising organization builds with our vendors position us to deliver on our goals for our

customers and offer a compelling business proposition for these market-leading suppliers. As part of our focus on

product differentiation, we have formed strategic alliances and exclusive relationships with certain suppliers to

market products under a variety of well-recognized brand names. We have also developed relationships with certain

suppliers to allow us to offer proprietary products that are comparable to national brands. These proprietary

products help differentiate us from other retailers and generally carry higher margins than national brand products.

To keep pace with changing customer expectations and increasing desire for innovation, localization, and

personalization, we continue to invest in tools to better leverage our data and drive a deeper level of collaboration

with our suppliers. As a result, we continue to focus on enhanced merchandising information technology tools to

help us: (1) enhance an interconnected shopping experience tailored to our customers’ shopping intent and location;

(2) provide the best value in the market; and (3) optimize our product assortments. Our merchandising team

leverages technology and works closely with our inventory and supply chain teams, as well as our suppliers, to

manage our assortments, drive innovation, manage the cost environment, and adjust inventory levels to respond to

shifts in demand.

To complement our merchandising efforts, we offer a number of services for our customers, including installation

services for our DIY and DIFM customers, as noted above. We also provide tool and equipment rentals at many

locations, providing value and convenience for both Pros and consumers. To improve the customer experience and

continue to grow this differentiated service offering, we continue to invest in more tool rental locations, more tools,

and better technology.

Sourcing and Quality Assurance

We maintain a global sourcing program to obtain high-quality and innovative products directly from manufacturers in

the U.S. and around the world. For many years, we have worked to diversify our global supply chain. During fiscal

2025, in addition to our U.S. sourcing operations, we maintained sourcing offices in Mexico, Canada, India,

Vietnam, Taiwan and China, as well as certain locations in Europe. Under our standard supplier buying agreement,

our suppliers are obligated to ensure that their products comply with applicable international, federal, state and local

laws. This standard agreement also requires compliance with our responsible sourcing standards, which cover a

variety of expectations, including supply chain transparency, compliance with applicable laws and regulations

addressing prohibitions on child and forced labor, health and safety, environmental matters, compensation, and

hours of work. To drive accountability with our suppliers, our standard supplier buying agreement also includes a

factory audit right related to these standards, and we conduct risk-based factory audits and compliance visits with

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non-Canada and non-U.S. suppliers of private branded and direct import products. Our 2025 Responsible Sourcing

Report, available on our Investor Relations website at https://ir.homedepot.com under “Sustainability,” provides

more information about this program. In addition, we have both quality assurance and engineering resources

dedicated to establishing criteria and overseeing compliance with safety, quality, and performance standards for our

private branded products.

Intellectual Property

Our business has one of the most recognized brands in North America. As a result, we believe that The Home

Depot

trademark has significant value and is an important factor in the marketing of our products, e-commerce,

stores and business. We have registered or applied for registration of trademarks, service marks, copyrights and

internet domain names, both domestically and internationally, for use in our business, including our proprietary

brands such as HDX

, Husky

, Hampton Bay

, Home Decorators Collection

, Glacier Bay

, Vigoro

, Everbilt

and

Lifeproof

. The duration of trademark registrations varies from country to country. However, trademarks are

generally valid and may be renewed indefinitely as long as they are in use and/or their registrations are properly

maintained.

We also maintain patent portfolios relating to our business operations, retail services, and products, and we seek to

patent or otherwise protect innovations we incorporate into our business. Patents generally have a term of twenty

years from the date they are filed. As our patent portfolio has been built over time, the remaining terms of individual

patents across our patent portfolio vary. Although our patents have value, no single patent is essential to our

business. We regularly assess our merchandising departments and product lines for opportunities to expand the

assortment of products offered within The Home Depot’s portfolio of proprietary and exclusive brands.

COMPETITION AND SEASONALITY

Our industry is highly competitive, highly fragmented, and evolving. As a result, we face competition for customers

for our products and services from a variety of retailers (including those operating reseller marketplaces), suppliers,

service providers, distributors and manufacturers that sell products directly to their respective customer bases.

These competitors range from traditional brick-and-mortar, to multichannel, to exclusively online, and they include a

number of other home improvement retailers; local, regional and national hardware stores; electrical, plumbing and

building materials supply houses; and lumber yards. With respect to some products and services, we also compete

with specialty design stores, showrooms, discount stores, paint stores, specialty and mass digital retailers,

warehouse clubs, MRO distributors, national and local wholesale supply distributors, home décor retailers, and

other retailers, as well as with providers of home improvement services and tool and equipment rental. Online and

other digital capabilities, as well as AI tools, facilitate competitive entry, price transparency, and comparison

shopping, increasing the level of competition we face.

Both in-store and online, we compete primarily based on customer experience; price; quality; product availability,

assortment, and innovation; and delivery options and capabilities. We also compete based on store and branch

location and appearance, presentation of merchandise, and ease of shopping experience throughout every step of

the project, from inspiration and research to any post-purchase support. Our Pros also look for dedicated sales

support, competitive credit and pricing options, project planning tools, professional and reliable deliveries, and

product depth and job-lot quantities, particularly for their complex project needs. Furthermore, with respect to

delivery options, customers are seeking faster and/or guaranteed delivery times, real-time updates on delivery

status, low-price or free shipping, and/or convenient pickup options. Our ability to be competitive on delivery and

pickup times, options and costs depends on many factors, as described more fully under “Our Supply Chain” below,

and our interconnected strategy.

Our business is subject to seasonal influences. Generally, our highest volume of sales occurs in our second fiscal

quarter, as we move into the spring season in the regions in which we operate.

INTERCONNECTED SHOPPING EXPERIENCE

We continue to enhance our capabilities to provide our customers with a frictionless interconnected shopping

experience across our stores, branches, online, on the job site, and in their homes, focusing on continued

investments in our mobile applications and websites to enhance the customer experience. When we discuss the

“interconnected experience,” we are referring to our customers’ many touchpoints across our physical and digital

assets throughout their entire shopping journey. Home Depot is primarily a project retailer, and it is our goal to help

customers solve problems across their entire project. We aim to provide the best experience across our physical

and digital assets, throughout the entire shopping journey from inspiration to post-purchase support, and we believe

that engagement with customers across different touchpoints has driven increases in sales.

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Digital Experience

Enhancements to our digital platforms are critical for our increasingly interconnected customers, who often research

products and check available inventory online before visiting one of our stores to view products in person or talk to

an associate and then making their purchase either in store or online. While in the store, or following a visit to one of

our stores, customers may also go online to access ratings and reviews, compare prices, view our extended

assortment, and purchase additional products. Our investments in a truly interconnected experience are focused on

bringing together the power of our physical presence and the frictionless interaction of our digital capabilities.

A significant majority of the traffic in Home Depot’s digital channels is on mobile devices. Mobile users expect more

simplicity and relevancy in their digital interactions. In addition to supporting our DIY and DIFM customers

throughout their shopping journeys, our mobile applications and other digital tools can also help serve the needs of

Pros, including those working on complex projects. As a result, we have invested in our digital platforms to improve

the overall presentation and ease of navigation for our customers. We have also enhanced the “shopability” of an

online product by including more information on the product’s landing page, including related products and/or parts

of a collection, as well as various fulfillment options. In addition, we are leveraging AI tools to improve our search,

recommendations, and chat features, and offering new AI-powered customer-facing tools such as Magic Apron

which supports customers and associates with online product and project inquiries, and our AI-powered Blueprint

Takeoffs Tool and Material List Builder, which generate project-specific materials lists and quotes. We believe our

focus on improving search capabilities, digital functionality, category presentation, product content such as customer

product review summaries, project inspiration and support, speed to checkout, and fulfillment options has yielded

higher traffic, better conversion and continued sales growth. As our customers expect a more personalized

experience, our ability to collect, use, retain, and protect relevant customer data is important to effectively meet their

expectations.

Further, we do not view the interconnected experience as a specific transaction; rather, we believe it encompasses

an entire journey from inspiration and know-how, to purchase and fulfillment, to post-purchase support. Customers

continue to expect more personalized messaging, and we remain focused on connecting marketing activities with

the online and in-store experiences to create seamless engagement across channels. From the inspirational point of

the purchase journey to providing product know-how, we continue to invest in the infrastructure and capabilities

needed to deliver the most relevant marketing messages to our customers based on what is important to them

today.

Store Experience

Our stores remain the hub of our business, and we continue to invest to improve the customer shopping experience

through easier navigation and increased convenience and speed of checkout. In fiscal 2025, we continued to

leverage the investments made in our store experience over the past several years to operate effectively and meet

customer expectations, as well as investing in dedicated teams to better meet the needs of our Pros in-store. We

have also empowered our customers with additional self-help tools, including mobile application-enabled store

navigation and Magic Apron. Our Home Depot mobile application provides store-specific maps that allow customers

to pinpoint the exact location of an item on their mobile devices. We also recognize that another critical part of

delivering an excellent customer experience in the store is having products on our shelves, and we have enhanced

our use of technology such as Computer Vision, which provides greater visibility into where product is located,

including both on shelves and in the overhead space, enabling us to drive higher on-shelf availability. We believe

these investments are driving higher customer satisfaction scores, and we will continue to invest to improve the

customer experience. In addition, we have identified areas that have experienced significant population growth or

where market voids exist. In fiscal 2023, we initiated a plan to open approximately 80 new stores over a five-year

period to address those opportunities, and in fiscal 2025, we opened 12 new stores. We expect to complete this

goal of approximately 80 new stores in fiscal 2027, after which point we plan to open approximately 15 to 20 new

stores per year. These new stores will continue to help relieve pressure at existing high-volume stores and add

capacity in areas with less store coverage, helping us to improve the customer experience and drive sales growth.

Investing in the Associate Experience.

We continually strive to improve our store operations by removing

complexity and inefficient processes, allowing our associates to spend more of their time serving our customers. To

this end, we have continued to focus on process improvements like optimizing product flow to improve on-shelf

availability and reduce the amount of time store associates spend locating products, as well as expanding in-aisle,

real-time mobile learning tools for our associates’ development and assistance with customer questions. Our

associates are also using web-enabled handheld devices to help them more efficiently meet the needs of the

business and serve customers. These digital “hdPhone” devices offer enhanced functionality that allows associates

to readily query inventory, access applications that support customer service, and assist with locating products. Our

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hdPhones also give our U.S. Home Depot store associates access to Sidekick, an application that directs

associates to bays where product is low or out of stock and helps our associates prioritize the highest value tasks

more effectively. In addition, we are using labor model tools to better align associate activity with customer needs.

This includes transitioning more of our store tasking to our merchandising execution team (MET), leveraging MET

associates’ expertise to reinforce in-aisle associates’ focus on excellent customer service.

Investing in Safety.

We remain committed to maintaining a safe shopping and working environment for our

customers and associates. We accomplish this by creating a strong culture of safety, building on our core value of

Taking Care of Our People, that starts from the top with engaged leaders who empower associates to make

decisions that prioritize the safety of everyone. We use data to identify areas of greatest risk, including emerging

risks, and invest in tools, equipment and technology to reduce those risks in our packaging, processes, and

behaviors. Our associate training and awareness initiatives target individual roles and responsibilities, integrating

with overall strategies that promote physical and psychological safety and emotional wellness.

We empower trained EH&S associates to continuously evaluate, develop, implement and enforce policies,

processes and programs in our stores, facilities and offices across the Company. Our EH&S policies are woven into

our everyday operations for site, district and regional teams, and integrate with operating platforms to provide safety

line-of-sight to associates and their leaders. Common program elements include daily store inspection checklists;

routine follow-up audits from our store-based safety team members; preventative maintenance programs to promote

equipment and physical space safety; and departmental merchandising safety standards.

OUR SUPPLY CHAIN

We continue to focus on building best-in-class competitive advantages in our supply chain to be responsive to our

customers’ expectations for how, when and where they choose to receive our products and services. As part of

enhancing the interconnected experience, over the past several years, we have invested in our supply chain

network with the goal of achieving the fastest, most efficient and most reliable delivery capabilities in home

improvement. With that investment now largely complete, our supply chain initiatives have positioned us to operate

effectively and meet our customers’ needs for product availability and fast, reliable delivery.

We centrally forecast and replenish the vast majority of our Home Depot store products through sophisticated

inventory management systems and utilize our network of distribution centers to serve both our stores’ and

customers’ needs. Our supply chain includes multiple distribution center platforms in the U.S., Canada, and Mexico

that are tailored to meet the needs of our stores and customers based on types of products, location, transportation,

and delivery requirements. These include rapid deployment centers, stocking distribution centers, bulk distribution

centers, FDCs, and direct fulfillment centers, among others. Over the past several years, we have invested to

further automate and mechanize our rapid deployment center network to drive greater efficiency and faster

movement of product.

We have also enhanced our supply chain network with our expanded fulfillment facilities designed to drive speed

and reliability of delivery for our customers. Our 'ship from best location' initiative seeks to optimize delivery speed,

reliability, cost, and capacity by leveraging machine learning algorithms to route orders to the optimal fulfillment

node. In many markets, we offer same day or next day delivery of a multitude of products through our stores and

fulfillment centers. We have market delivery operations that function as local hubs to consolidate freight for dispatch

to customers for the final mile of delivery, with a focus on appliances. Because we typically do not stock appliances

in our facilities, we have invested in our capabilities to control more of our appliance delivery end-to-end, manage

our appliance delivery volume through our market delivery operations, and expand our last mile delivery capacity.

We have also opened FDCs that handle large items like lumber and building materials transported on flatbed trucks.

We are deploying a new delivery method called FDC Relay, which leverages our existing FDCs to enhance our

performance in our current FDC markets and broadens our reach across a greater number of markets. Our network

is designed to create a competitive advantage with unique, industry-leading capabilities for home improvement

needs for both our Pros and consumers. We will continue to invest in our supply chain network as needed to

support our business.

In addition to our distribution and fulfillment centers, we leverage our stores as a network of convenient customer

pickup, return, and delivery fulfillment locations. We believe our premium real estate footprint provides a distinct

competitive advantage. For customers who shop online and want to pick up or return merchandise at a store, or

have product delivered from a store, we offer a variety of options: BOSS, BOPIS, BODFS, and BORIS. We also

provide curbside pickup to complement our BOPIS offerings, in addition to the self-service lockers at the front

entrance of many of our stores. We also offer car and van delivery service from the majority of our U.S. stores. For

fiscal 2025, approximately 50% of our U.S. online orders were fulfilled through a store. SRS branch locations

throughout the U.S. and Canada also enable deliveries direct to customer job sites on their preferred timelines. We

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continue to focus on developing new capabilities to improve both efficiency and customer experience for delivery

from our stores and branches. Our strategic intent is to have a portfolio of efficient, timely and reliable sources and

methods of delivery to choose from, optimizing order fulfillment and delivery based on customer needs, inventory

locations, and available transportation options.

SUSTAINABILITY AND HUMAN CAPITAL MANAGEMENT

We view sustainability and human capital management matters through the lens of our business, with an

understanding that if we support our associates, our customers, our suppliers, and the communities we serve, we

also support our business and create value for our shareholders. Our sustainability and human capital management

priorities build on the culture and values on which Home Depot was founded, and our initiatives are embedded in

our business strategy and activities. We organize our efforts around three pillars: (1) Focus on Our People, (2)

Operate Sustainably, and (3) Strengthen Our Communities. Highlights of each of these pillars are set forth below.

For further information on our three pillars, including related goals, see our Fiscal 2024 Living Our Values Report,

available on our investor relations website at https://ir.homedepot.com/sustainability.

Focus on Our People

Our culture and our associates provide intangible and hard-to-replicate competitive advantages, which have been

key to helping us navigate challenging market conditions. Our associates are essential to providing the experience

and service that our customers expect. To preserve and protect that customer experience, we focus on cultivating a

compelling associate experience, which we believe supports our ability to attract and retain our associates. This

includes investing in competitive wages and benefits while also providing the culture, tools, training, and

development opportunities that make working at The Home Depot an enjoyable and rewarding experience. These

actions are the foundation of our core values of Taking Care of our People, Entrepreneurial Spirit, Building Strong

Relationships, and Respect for all People.

Culture and Values.

The Home Depot has a strong commitment to ethics and integrity, and we are a values- and

culture-centric business. Our commitment to our core values drives our approach to human capital management.

Our culture is based on our servant leadership philosophy represented by the inverted pyramid, which puts primary

importance on our customers and our associates by positioning them at the top, with senior management at the

base in a support role. We bring our culture to life through our core values, which serve as the foundation of our

business and as the guiding principles behind the decisions we make every day.

Our values also guide our efforts to create an environment that will help us attract and retain skilled associates in

the competitive marketplace for talent. We empower our associates to deliver a superior customer experience by

living our values, and we position our associates to embody our core values by integrating the importance of our

culture into ongoing development programs and rewards programs. Leaders participate in programs designed to

build and strengthen our culture, such as training on leadership skills, cross-functional collaboration, leading with

our values, and associate engagement. Our core values are at the root of our human capital management

programs.

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Our Workforce.

At the end of fiscal 2025, we employed approximately 472,400 associates, of whom approximately

53,400 were salaried, with the remainder compensated on an hourly basis. Set forth below is the geographic

makeup of our workforce:

Geographic Location

Number of Associates

% of Total Workforce

United States

422,500

89.4 %

Canada

31,700

6.7 %

Mexico

17,800

3.8 %

Other

(1)

400

0.1 %

Total

472,400

100%

————

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

(1) Includes associates in our sourcing organization located in India, Italy, Poland, Türkiye, Taiwan, Vietnam and China.

Additional information regarding our workforce, including the demographic data for our U.S. associates, can be

found in our Fiscal 2024 Living Our Values Report, available on our investor relations website at https://

ir.homedepot.com/sustainability.

Talent Attraction and Development.

As we attract and hire new associates, we strive to create a customer-like

experience for jobseekers as they move through the steps of our recruiting process. Jobseekers can apply for roles

from anywhere using desktop or mobile devices. Once a jobseeker has applied for a role and has been selected to

move forward in the recruiting process, we provide self-service for many of our positions by allowing jobseekers to

schedule or reschedule pre-hire activities directly from their mobile device.

We offer our associates the opportunity to benefit from robust development opportunities. Our Home Depot

University, or “HDU,” program, is a key part of this development, offering relevant content through multiple

platforms, including instructor-led classes, e-learning, mobile learning, and additional online resources. We also

invest in ongoing growth and development by providing coaching through continuous leader support and

empowering our associates to learn new skills at their own pace through mobile applications that they can access at

any time. We equip our leaders with the tools they need to develop themselves and their teams through several

programs designed to help them lead effectively, empower their teams, and serve as mentors for our associates.

We continually assess and refine our leadership structure throughout the organization to allow our associates to

focus on training and development and to better serve our customers.

Associate Engagement.

Associate engagement is the emotional commitment associates have to The Home

Depot. It is vital to our culture and to our success. We foster an engaging workplace by continuously listening to and

acting on associate feedback. Throughout the year, we provide several pulse check surveys to our associates that

help us understand how emotionally connected those associates feel to our customers, the Company, their jobs,

fellow associates, and leaders. In addition, our annual Voice of the Associate survey serves as our primary tool for

gauging associates’ level of engagement within their roles. We use the insights from these surveys to help improve

the overall associate experience. We also maintain digital associate engagement platforms that can connect

associates with common interests and fuel connections to co-workers and Company leaders. Additionally, we have

a number of programs to recognize stores and individual associates for exceptional customer service and

demonstrating our core values.

Respect For All People.

We strive to maintain a culture that welcomes everyone, and we believe it helps us

achieve our business goals by driving excellent customer service and innovation, empowering our associates to

thrive and excel, and enriching the communities in which we operate. This includes creating an environment where

our associates feel valued and respected and providing equal opportunity for all of our associates.

Compensation and Benefits.

Consistent with our core values, we take care of our people by offering competitive

compensation and comprehensive benefits programs. We continue to make wage investments to ensure our

compensation packages reflect the evolving circumstances across our markets. For instance, in Fiscal 2025, we

made a significant investment in our people by increasing equity awards to our field leadership, including store

managers and assistant store managers. Our profit-sharing programs for hourly associates also provide awards for

performance against our business plan. Our associates can take advantage of a range of benefits, including

healthcare and wellness programs, vacation and leave of absence benefits, including parental leave and paid sick/

personal time off, a 401(k) match, our ESPPs, personal finance education and advisory services, assistance

programs to help with managing personal and work-life challenges, family support programs, and educational

assistance.

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Operate Sustainably

We have a long-standing commitment to

reduce the impact that our operations and products have on the

environment, which we believe helps make our business stronger, more agile, and more resilient. This approach

extends from the products and services we offer to our customers; to our store construction, maintenance and

operations; to our supply chain and packaging initiatives; and to our responsible sourcing program. As we strive to

operate sustainably, we focus on sourcing products responsibly, driving innovation, and reducing our environmental

impact.

Strengthen Our Communities

One of our core values is “Giving Back,” and we support our communities in a number of ways. The Home Depot

Foundation, a nonprofit organization supported by Home Depot and our suppliers, focuses on improving the homes

and lives of U.S. veterans, assisting communities affected by natural disasters, and helping prepare more people for

careers in the skilled trades. The Company and The Home Depot Foundation partner with industry leaders through

our Path to Pro programs on training programs to develop the next generation of skilled tradespeople and help them

find careers in the home improvement industry, which includes a Home Depot-powered career networking site to

connect jobseekers with Pros looking to hire skilled tradespeople. Our Team Depot associate volunteers also extend

the mission of The Home Depot Foundation in communities across the country, donating thousands of volunteer

hours each year to serve the needs of our communities. We also partner with a variety of suppliers and

organizations to further support our efforts to strengthen the communities where our customers and associates live.

GOVERNMENT REGULATION

As a company with both U.S. and international operations, we are subject to the laws of the U.S. and foreign

jurisdictions in which we operate and the rules and regulations of various governing bodies, which may differ among

jurisdictions. Compliance with these laws, rules and regulations has not had, and is not expected to have, a material

effect on our capital expenditures, results of operations, or competitive position as compared to prior periods.

AVAILABLE INFORMATION

Our primary internet website is www.homedepot.com. We make available on the Investor Relations section of our

website, free of charge, our filings with the SEC. These filings include our annual reports to shareholders, Annual

Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and

Forms 3, 4 and 5 for our directors and certain of our officers, and amendments to those reports, as soon as

reasonably practicable after filing such documents with, or furnishing such documents to, the SEC.

We include website addresses throughout this report for reference only. The information contained on our websites,

including any document posted on or accessible through them, is not incorporated by reference into this report.

Item 1A. Risk Factors.

Our business, results of operations, cash flows, financial condition and prospects are subject to numerous risks and

uncertainties. In connection with any investment decision with respect to our securities, you should carefully

consider the following risk factors, as well as the other information contained in this report and our other filings with

the SEC. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and

adversely affect the Company and its securities in the future. References to past events are provided by way of

example only and are not intended to be a complete listing or a representation as to whether or not such factors

have occurred in the past or their likelihood of occurring in the future. Additional risks and uncertainties not presently

known to us or that we currently deem immaterial may also impact our business operations. Should any of these

risks materialize, our business, results of operations, cash flows, financial condition and prospects could be

negatively impacted, which in turn could affect the trading value of our securities. You should read these Risk

Factors in conjunction with

Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and

Results of Operations

and our consolidated financial statements and related notes in Item 8.

STRATEGIC RISKS

A positive brand and reputation are critical to our business success, and, if our brand and reputation are

damaged, it could negatively impact our relationships with our customers, associates and jobseekers,

suppliers, service providers, vendors, shareholders, regulators, and the communities we serve, and,

consequently, our business, results of operations and the price of our stock.

Our brand and reputation are critical to attracting customers, associates and jobseekers, suppliers, service

providers, and vendors to do business with us. We must continue to manage and protect our brand and reputation.

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Negative incidents can erode trust and confidence quickly, and adverse publicity about us, regardless of its

accuracy, the reputability of its source and whether we are involved in the incident, could damage our brand and

reputation; undermine our customers’ confidence in us; reduce demand for our products and services, including as

a result of boycotts; affect our ability to recruit, engage, motivate and retain associates; attract regulatory scrutiny or

investigations; lead to litigation; and impact our relationships with current and potential suppliers and vendors. Third

party actions, including our suppliers’, service providers’, and vendors’ business practices and positions, may also

be attributed to us, regardless of the Company’s actions, meaning the actions of third parties pose similar risks to

our brand and reputation. Partnerships with celebrities and social media content creators may also expose us to

brand and reputational risks. Further, our actual or perceived position or lack of position on social, environmental,

governance, political, public policy, regulatory, economic, geopolitical, or other sensitive issues, and any perceived

lack of transparency about those matters, could harm our reputation with certain groups and attract regulatory

scrutiny, investigations, litigation, or boycotts. In addition, we could be criticized for the scope or nature of initiatives

or goals related to these matters, or for any revisions to or failure to achieve these goals on a timely basis or at all. If

data, processes, and reporting related to these matters are incomplete or inaccurate, we could face regulatory

scrutiny or investigations, litigation and/or adverse reputational impacts. Customers are also increasingly using

social media to provide feedback and information about the Company, including our products and services, in a

manner that can be quickly and broadly disseminated. Negative sentiment about the Company shared over social

media, or misinformation from fraudulent accounts impersonating the Company, could impact our brand and

reputation, whether or not it is based in fact.

Strong competition could adversely affect prices and demand for our products and services and could

decrease our market share.