hd-20230620

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

__________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 20, 2023

__________________

THE HOME DEPOT, INC.

(Exact Name of Registrant as Specified in Charter)

__________________

Delaware

1-8207

95-3261426

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

2455 Paces Ferry Road, Atlanta, Georgia 30339

(Address of Principal Executive Offices) (Zip Code)

(770) 433-8211

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.05 Par Value Per Share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

On June 7, 2023, The Home Depot, Inc. (the “Company”) received notification of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 500,000 shares of the Company's common stock at an offer price of $280.00 per share. The offer price of $280.00 per share is approximately 4.47% lower than the closing price of the Company’s common stock on the New York Stock Exchange on June 5, 2023, the last trading day prior to the date of the offer, June 6, 2023. The number of shares subject to TRC Capital’s offer represented approximately 0.05% of the Company’s common stock outstanding as of June 5, 2023.

On June 20, 2023, the Company issued a press release, attached as Exhibit 99.1 and incorporated herein by reference, informing its shareholders that the Company does not endorse TRC Capital’s unsolicited mini-tender offer and recommending that shareholders do not tender their shares to TRC Capital. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capital’s offering documents. TRC Capital’s offer is currently scheduled to expire at 12:01 a.m., New York City time, on Friday, July 7, 2023, unless the offer is otherwise extended by TRC Capital in its discretion or terminated earlier.

The Company does not endorse TRC Capital’s unsolicited mini-tender offer and is not affiliated or associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents. Additional information concerning mini-tenders is included in the attached press release.

Item 9.01. Financial Statements and Exhibits.


Exhibit			Description
99.1			Press Release of The Home Depot, Inc.
104			The cover page of this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	THE HOME DEPOT, INC.

Date: June 20, 2023	By:	/s/ Teresa Wynn Roseborough
	Name:	Teresa Wynn Roseborough
	Title:	Executive Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

The Home Depot Recommends Shareholders Reject

“Mini-Tender” Offer by TRC Capital Investment Corporation

ATLANTA, June 20, 2023 – The Home Depot, Inc., the world’s largest home improvement retailer, has been notified that TRC Capital Investment Corporation (“TRC Capital”) has made an unsolicited “mini-tender” offer to purchase up to 500,000 shares of Home Depot’s common stock, at an offer price of $280 per share. TRC Capital’s offer price of $280 per share is approximately 4.47% lower than the closing price of Home Depot common stock on the New York Stock Exchange on June 5, 2023, the last trading day prior to the date of the offer, June 6, 2023.

The Home Depot does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to TRC Capital’s offer because the offer is at a price significantly below the current market value of Home Depot common stock. Per the terms of the offer, any shareholders who tender (or have already tendered) their shares can withdraw them prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on July 7, 2023, in accordance with the offering documents.

The Home Depot is not affiliated or associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents. Consistent with the cautionary guidance from the U.S. Securities and Exchange Commission (“SEC”) referenced below, The Home Depot urges investors to obtain a current market quotation for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's offer.

TRC Capital’s purported mini-tender offer seeks less than five percent of Home Depot’s outstanding common stock, thereby avoiding many disclosure and procedural requirements of the SEC that apply to offers for more than five percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.

The SEC’s cautionary guidance to investors regarding mini-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. TRC Capital has made similar unsolicited mini-tender offers for stock of other public companies. The Home Depot encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-

tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

The Home Depot requests that a copy of this press release be included with all distributions of materials related to TRC Capital’s mini-tender offer related to Home Depot’s common stock.

About The Home Depot

The Home Depot is the world's largest home improvement specialty retailer. At the end of the first quarter of fiscal 2023, the company operated a total of 2,324 retail stores in all 50 states, the District of Columbia, Puerto Rico, U.S. Virgin Islands, Guam, 10 Canadian provinces and Mexico. In fiscal 2022, The Home Depot had sales of $157.4 billion and earnings of $17.1 billion. The company employs approximately 475,000 associates. The Home Depot's stock is traded on the New York Stock Exchange (NYSE: HD) and is included in the Dow Jones industrial average and Standard & Poor's 500 index.

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For more information, contact:


Financial Community						News Media
Isabel Janci						Sara Gorman
Vice President of Investor Relations and Treasurer						Senior Director of Corporate Communications
770-384-2666						770-384-2852
[email protected]						[email protected]