Lowe's (LOW) 10-K risk factor changes: FY2025 vs FY2024

You should read these risk factors in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in [Item [removed: 7](#i1ca1ea02dc6c48468c97967128720c94_49)] [added: 7](#i8038eb112aca4f8db1666ed8cfb1c9cd_49)] and our consolidated financial statements and related notes in [Item [removed: 8](#i1ca1ea02dc6c48468c97967128720c94_88).][added: 8](#i8038eb112aca4f8db1666ed8cfb1c9cd_88).]

Customers’ [added: needs and] expectations about how they wish to research, purchase, and receive products and services have also evolved.

As our customers expect a more personalized experience, our ability to offer more localized assortments of our merchandise to appeal to local tastes within each customer group is important to our ability to effectively meet customer [added: needs and] expectations.

Our interactions with customers have evolved into an omnichannel experience as they use computers, tablets, mobile phones, [removed: and] other electronic devices to shop in our stores and online and provide feedback and public commentary [added: on social media platforms] about all aspects of our business.

The success of our strategic initiatives to adapt our business concept to our customers’ changing shopping habits and demands and changing demographics have required us to, and will continue to require us to, deliver large, complex programs requiring [added: integrated planning, initiative prioritization, and program sequencing.]

| | | | [removed: ] [added: ] | | | 8 | | |

[removed: In addition, to support our strategic initiatives and the related technology investments needed to] implement our strategic investments, we must attract and retain a large number of skilled professionals, including technology professionals.

| 9 | | | [removed: ] [added: ] | | | | | |

[added: In addition to our United States operations, we have support] offices in India and China, and any extended disruption of our operations in our different locations, whether due to labor difficulties or otherwise, could adversely affect our business and results of operations.

In addition, the use of social media platforms and other technologies has increased the speed and accessibility of information dissemination and given users the ability to more effectively organize collective actions such as boycotts and other [removed: actions.][added: actions that could have an adverse effect.]

As a result, Lowe’s reputation as a retailer of high-quality products and services, including both national and Lowe’s private brands, could suffer and impact customer [removed: loyalty.][added: loyalty and trust.]

| | | | [removed: ] [added: ] | | | 10 | | |

Increased import tariffs and other changes in trade policy could also [removed: negatively] impact consumer demand for the products we sell.

The impact to our business, including net sales and gross margin, will be influenced in part by merchandising and pricing strategies in response to potential cost [removed: increases] [added: impacts] by us and our competitors.

Financial instability among key vendors, political instability, geopolitical or armed conflicts, and labor unrest in source countries or elsewhere in our supply chain, changes in the total costs in our supply chain (including fuel), labor costs or labor shortages among our vendors, port labor disputes and security, the outbreak of pandemics, weather-related events, natural disasters, work [removed: stoppages,] [added: stoppages or slowdowns, government shutdowns,] shipping capacity restraints, shipping delays and disruptions, changes in trade policy, retaliatory trade restrictions imposed by either the United States or a major source country, tariffs or duties, customs actions, including regulatory enforcement inquiries, holds, detentions, and exclusions, fluctuations in transport availability, capacity, and costs are beyond our control and could negatively impact our business if they seriously disrupted the movement of products through our supply chain or increased their costs.

If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we experience delays in inventory, increased delivery costs, or merchandise out-of-stocks that could lead to lost [removed: sales and] [added: sales,] decreased customer confidence, and adversely affect our results of [removed: operations.][added: operations and business performance.]

We continue to transform and expand our supply chain network and existing omnichannel capabilities to meet changing customer [removed: needs.][added: needs and expectations.]

| 11 | | | [removed: ] [added: ] | | | | | |

We have [removed: faced] [added: been involved in] investigations by one or more government agencies relating to our compliance with applicable laws and regulations, including an investigation with respect to whether we are in compliance with applicable recordkeeping requirements and lead-safe practices.

*Our financial performance could be adversely affected if our information systems or the information systems of third-party vendors are seriously disrupted or we fail to properly maintain, improve, upgrade, and expand those [removed: systems.*][added: systems and infrastructure.*]

In particular, the Company is undergoing a multi-year technology transformation which includes updating and modernizing our [removed: merchandise selling system,] [added: distribution and replenishment systems,] as well as certain accounting and finance systems.

Access to the Internet from computers, tablets, smartphones and other mobile [removed: communication] devices has [removed: empowered our customers and] changed the way [removed: they] [added: customers] shop and [removed: how we] interact with [removed: them.][added: us.]

[removed: Additionally, we have] [added: We leverage] other affiliated websites and mobile apps through which we seek to inspire, inform, cross-sell, establish online communities among, and otherwise interact with, our customers, including [added: through online visualization and configuration tools.]

| | | | [removed: ] [added: ] | | | 12 | | |

Performance issues with these customer-facing technology systems, including [removed: temporary outages caused] [added: systems failures or interruptions, defects, capacity constraints, human error, natural disasters, power loss, failures] by [added: third parties, and cybersecurity threats such as] distributed denial of [removed: service,] [added: service attacks,] ransomware, [removed: or] [added: phishing and] other [removed: cyber-attacks,] [added: attempts to gain unauthorized access to] or [added: disrupt systems or data, or] a complete failure of one or more of them without a disaster recovery plan that can be quickly implemented, could quickly destroy the positive benefits they provide to our home improvement business and negatively affect our customers’ perceptions of Lowe’s as a reliable online vendor and source of information about home improvement products and services.

As the regulatory environment relating to retailers’ and other companies’ obligation to protect personal information becomes stricter, a material failure on our part to comply with applicable regulations could subject us to fines, other regulatory sanctions, or government [removed: investigation, and potentially to lawsuits brought by private individuals, regulators or states’ attorney general.]

| 13 | | | [removed: ] [added: ] | | | | | |

See [Item [removed: 1C](#i1ca1ea02dc6c48468c97967128720c94_25)] [added: 1C](#i8038eb112aca4f8db1666ed8cfb1c9cd_25)] of this Form 10-K, “Cybersecurity,” for more information on our cybersecurity risk management and governance.

We accept payments using a variety of methods, including credit cards, debit cards, credit accounts, our private label and co-branded credit cards, trade credit, mobile and electronic payments, [added: digital wallets,] gift cards, cash, consumer invoicing and physical bank checks, [added: buy now pay later,] and we may offer different payment options over time.

We regularly consider and enter into strategic transactions, including mergers, acquisitions, joint ventures, investments and other growth, market and geographic expansion strategies, [added: such as FBM and ADG in 2025,] with the expectation that these transactions will result in increases in sales, cost savings, synergies, and other various benefits.

Integration of businesses into our internal control system could cause us to fail to meet our financial reporting [removed: obligations.]

| | | | [removed: ] [added: ] | | | 14 | | |

[added: We may not] realize the anticipated benefits from such transactions, we may be exposed to additional liabilities of any acquired business or joint venture, and we may be exposed to litigation in connection with the strategic transaction.

Additionally, in fiscal [removed: 2024,] [added: 2025,] we continued to operate in an environment with inflationary pressures and [removed: higher interest rates,] [added: affordability concerns,] which has adversely impacted consumer discretionary spending.

Government regulations limiting carbon dioxide and other greenhouse gas emissions may increase compliance and merchandise costs, and other regulations affecting energy [removed: inputs could materially affect our profitability.]

| 15 | | | [removed: ] [added: ] | | | | | |

*Our costs of doing business could increase as a result of changes in, expanded enforcement of, or adoption of new [added: international,] federal, state or local laws and regulations.*

Our business is subject to a wide array of [added: international,] federal, [removed: state,] [added: state] and local laws and regulations.

We rely on cash flows from operations, as well as continued access to capital markets on both a short-term and long-term basis, as needed, to fund our operations, make strategic investments to support long-term growth, [added: such as the acquisitions of FBM and ADG,] return excess cash to shareholders in the form of dividends and share repurchases, and repay debt maturities as they become due.

Our access to capital markets depends on our strong credit ratings, the overall condition of such capital [removed: markets and] [added: markets,] our operating [removed: performance.][added: performance and reputation with potential lenders.]

Our Pro customers also expect more capabilities such as appropriate product assortment, strong sales support, and competitive credit options.

In addition, to support our strategic initiatives and the related technology investments needed to

A limited number of our employees at FBM are represented by labor unions, and we are also subject to labor organizing efforts from time to time.

If successful, those organizing efforts may affect how we operate our business.

Collaborations with social media content creators, professional athletes, celebrities, and public personalities may also expose us to brand and reputational risks.

The business practices of these suppliers could be associated with us and heighten risks to our brand.

The qualification processes and background checks we utilize when engaging third-party installers may not reveal all potentially relevant information, including accurate worker authorization information and criminal history.

Our websites, primarily Lowes.com, and our mobile applications are important sales channels and sources of

information that influence both online and in-store sales.

investigation, and potentially to lawsuits brought by private individuals, regulators or states’ attorney general.

obligations.

inputs could materially affect our profitability.

If we are unable to

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access the public debt markets, we may be required to find other sources of capital, which may result in increased borrowing costs and restrict our ability to operate.

integrated planning, initiative prioritization, and program sequencing.

Further, we are subject to labor organizing efforts from time to time, and if we become subject to collective bargaining agreements in the future, it could affect how we operate our business.

In addition to our United States operations, we have support

Our websites, primarily Lowes.com, are a sales channel for our products, and are also a method of making product, project, and other relevant information available to our customers that impacts our in-store sales.

through online visualization and configuration tools.

We may not

The following discussion and analysis summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and capital resources during the two-year period ended January [removed: 31, 2025] [added: 30, 2026] (our fiscal years [removed: 2024] [added: 2025] and [removed: 2023).][added: 2024).]

Unless otherwise noted, all references herein for the years [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] represent the fiscal years ended January [added: 30, 2026, January] 31, 2025, [added: and] February 2, 2024, [removed: and February 3, 2023,] respectively.

- [Executive [removed: Overview](#i1ca1ea02dc6c48468c97967128720c94_52)][added: Overview](#i8038eb112aca4f8db1666ed8cfb1c9cd_52)]

- [Financial Condition, Liquidity and Capital [removed: Resources](#i1ca1ea02dc6c48468c97967128720c94_70)][added: Resources](#i8038eb112aca4f8db1666ed8cfb1c9cd_70)]

- [Critical Accounting Policies and [removed: Estimates](#i1ca1ea02dc6c48468c97967128720c94_79)][added: Estimates](#i8038eb112aca4f8db1666ed8cfb1c9cd_79)]

| (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 20221] [added: 2023] | | |

| Net sales | | | $ | [removed: 83,674] [added: 86,286] | | | | | $ | [removed: 86,377] [added: 83,674] | | | | | $ | [removed: 97,059] [added: 86,377] | |

| Net earnings | | | [removed: 6,957] [added: 6,654] | | | | | | [removed: 7,726] [added: 6,957] | | | | | | [removed: 6,437] [added: 7,726] | | |

| Diluted earnings per share | | | $ | [removed: 12.23] [added: 11.85] | | | | | $ | [removed: 13.20] [added: 12.23] | | | | | $ | [removed: 10.17] [added: 13.20] | |

| Net cash provided by operating activities | | | $ | [removed: 9,625] [added: 9,864] | | | | | $ | [removed: 8,140] [added: 9,625] | | | | | $ | [removed: 8,589] [added: 8,140] | |

| Capital expenditures | | | [removed: 1,927] [added: 2,213] | | | | | | [removed: 1,964] [added: 1,927] | | | | | | [removed: 1,829] [added: 1,964] | | |

| Repurchases of common [removed: stock2] [added: stock1] | | | [removed: 3,929] [added: 75] | | | | | | [removed: 6,334] [added: 3,929] | | | | | | [removed: 14,128] [added: 6,334] | | |

| Cash dividend payments | | | [removed: 2,566] [added: 2,636] | | | | | | [removed: 2,531] [added: 2,566] | | | | | | [removed: 2,370] [added: 2,531] | | |

[removed: 2] [added: 1] *Repurchases of common stock on a trade-date basis.*

Net sales for fiscal [removed: 2024 decreased] [added: 2025 increased] 3.1% from fiscal [removed: 2023] [added: 2024] to [removed: $83.7] [added: $86.3] billion.

Comparable sales for fiscal [removed: 2024 decreased 2.7%,] [added: 2025 increased 0.2%,] consisting of a 3.0% [removed: decrease] [added: increase] in comparable [removed: customer transactions, and] [added: average ticket, partially offset by] a [removed: 0.3% increase] [added: 2.8% decrease] in comparable [removed: average ticket.][added: customer transactions.]

Net earnings for fiscal [removed: 2024] [added: 2025] decreased [removed: 10.0%] [added: 4.4%] to [removed: $7.0] [added: $6.7] billion.

Diluted earnings per common share decreased [removed: 7.4%] [added: 3.1%] in fiscal [removed: 2024] [added: 2025] to [removed: $12.23] [added: $11.85] from [removed: $13.20] [added: $12.23] in fiscal [removed: 2023.][added: 2024.]

Included in [added: the] fiscal 2024 results is [removed: pre-tax income of] $177 million [added: of pre-tax income] associated with the fiscal 2022 sale of the Canadian retail business, which increased diluted earnings per share by [removed: $0.24.][added: $0.24 in fiscal year 2024.]

Adjusting for these items, adjusted diluted earnings per common share [removed: decreased 8.4%] [added: increased 2.4%] to [removed: $11.99] [added: $12.28] in [removed: 2024] [added: 2025] from adjusted diluted earnings per common share of [removed: $13.09] [added: $11.99] in [removed: 2023] [added: 2024] (see the [non-GAAP financial [removed: measures](#i1ca1ea02dc6c48468c97967128720c94_67)] [added: measures](#i8038eb112aca4f8db1666ed8cfb1c9cd_67)] discussion).

For fiscal [removed: 2024,] [added: 2025,] cash flows from operating activities were [removed: $9.6] [added: $9.9] billion, with [removed: $1.9] [added: $2.2] billion used for capital expenditures.

Continuing to deliver on our commitment to return excess cash to shareholders, the Company [removed: repurchased $3.9 billion of common stock and] paid $2.6 billion in dividends during the year.

| | | | [removed: ] [added: ] | | | 24 | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | |

| Gross margin | | | [removed: 33.32] [added: 33.48] | | | | | | [removed: 33.39] [added: 33.32] | | | | | | [removed: 33.23] [added: 33.39] | | | | | | [removed: (7)] [added: 16] | | | | | | [removed: 16] [added: (7)] | | |

| Selling, general and administrative | | | [removed: 18.74] [added: 19.46] | | | | | | [removed: 18.02] [added: 18.74] | | | | | | [removed: 20.94] [added: 18.02] | | | | | | 72 | | | | | | [removed: (292)] [added: 72] | | |

| Depreciation and amortization | | | [removed: 2.07] [added: 2.25] | | | | | | [removed: 1.99] [added: 2.07] | | | | | | [removed: 1.82] [added: 1.99] | | | | | | [removed: 8] [added: 18] | | | | | | [removed: 17] [added: 8] | | |

| Operating income | | | [removed: 12.51] [added: 11.77] | | | | | | [removed: 13.38] [added: 12.51] | | | | | | [removed: 10.47] [added: 13.38] | | | | | | [removed: (87)] [added: (74)] | | | | | | [removed: 291] [added: (87)] | | |

| Interest – net | | | [removed: 1.57] [added: 1.63] | | | | | | [removed: 1.60] [added: 1.57] | | | | | | [removed: 1.16] [added: 1.60] | | | | | | [removed: (3)] [added: 6] | | | | | | [removed: 44] [added: (3)] | | |

| Pre-tax earnings | | | [removed: 10.94] [added: 10.14] | | | | | | [removed: 11.78] [added: 10.94] | | | | | | [removed: 9.31] [added: 11.78] | | | | | | [removed: (84)] [added: (80)] | | | | | | [removed: 247] [added: (84)] | | |

| Income tax provision | | | [removed: 2.63] [added: 2.43] | | | | | | [removed: 2.83] [added: 2.63] | | | | | | [removed: 2.68] [added: 2.83] | | | | | | (20) | | | | | | [removed: 15] [added: (20)] | | |

| Net earnings | | | [removed: 8.31] [added: 7.71] | | % | | | | [removed: 8.95] [added: 8.31] | | % | | | | [removed: 6.63] [added: 8.95] | | % | | | | [removed: (64)] [added: (60)] | | | | | | [removed: 232] [added: (64)] | | |

| Other Metrics | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 20221] [added: 2023] | | |

| Comparable sales [removed: decrease2] [added: increase/(decrease)1] | | | [removed: (2.7)] [added: 0.2] | | % | | | | [removed: (4.7)] [added: (2.7)] | | % | | | | [removed: (0.9)] [added: (4.7)] | | % |

| Number of [added: retail] stores | | | [removed: 1,748] [added: 1,759] | | | | | | [removed: 1,746] [added: 1,748] | | | | | | [removed: 1,738] [added: 1,746] | | |

| Sales floor square feet (in millions) | | | [removed: 195] [added: 196] | | | | | | 195 | | | | | | 195 | | |

| Average [added: retail] store size selling square feet (in thousands)4 | | | 112 | | | | | | 112 | | | | | | 112 | | |

| Net earnings to average debt and shareholders’ deficit | | | [removed: 27.5] [added: 22.1] | | % | | | | [removed: 31.6] [added: 27.5] | | % | | | | [removed: 26.6] [added: 31.6] | | % |

| Return on invested capital5 | | | [removed: 32.0] [added: 26.1] | | % | | | | [removed: 36.4] [added: 32.0] | | % | | | | [removed: 30.4] [added: 36.4] | | % |

[removed: 2] [added: 1] *A comparable location is [removed: defined as] a retail location that has been open longer than 13 months.

- [Operations](#i8038eb112aca4f8db1666ed8cfb1c9cd_55)

Included in fiscal 2025 results are pre-tax expenses of $321 million consisting of transaction costs and intangible asset amortization related to the acquisition of ADG and FBM, which decreased diluted earnings per share by $0.43 in fiscal year 2025.

During 2025, we continued to drive progress across all five key initiatives of our Total Home strategy, which was reflected in the strength we delivered with our Pro customers, online, and home services.

Our Total Home strategic initiatives have appealed to both the value-conscious homeowner and the busy Pro customer.

To expand our Pro customer market, we completed the acquisitions of FBM and ADG.

We believe these acquisitions, along with our retail home improvement business, provide the large Pro customer with everything they need for the interior space of the home and position the Company to benefit when there is a recovery in the housing industry.

In addition, we continued to deliver on our Perpetual Productivity Improvement (PPI) initiatives, including completing the rollout of our front-end transformation across our store portfolio, streamlining our Freight Flow process, and driving inventory productivity while also navigating dynamic trade policies and tariffs.

Given the persistent volatility in the housing macro environment, heading into 2026 we continue our focus on our PPI initiatives and managing what is within our control.

We are pleased with our current track record of disciplined execution and are confident we are making the right investments to continue to deliver long-term sales growth and sustainable shareholder value.

| Customer transactions (in millions)2,3 | | | 780 | | | | | | 801 | | | | | | 827 | | |

| Average ticket3 | | | $ | 106.13 | | | | | $ | 102.93 | | | | | $ | 102.47 | |

Acquisitions are typically included in comparable sales after they have been owned for more than 12 months.*

2 *In the first quarter of fiscal 2025, the Company adjusted its customer transactions metric to exclude certain order modifications which were previously included as a separate transaction.

The prior year periods have been adjusted to align with the current period presentation.*

3 *Customer transactions and average ticket represent metrics used by management to evaluate performance of our retail locations.*

Fiscal 2025 Compared to Fiscal 2024

*Net Sales –* Net sales increased 3.1% to $86.3 billion in fiscal 2025, driven by sales associated with new acquisitions during the year, and an increase in comparable sales of 0.2% over the same period.

During fiscal 2025, we had comparable sales increases in five of 14 product categories, including Rough Plumbing, Appliances, Building Materials, Lawn & Garden, and Paint.

Strength in these categories reflects continued growth with our Pro customer and online, as well as our broad assortment of appliances available next-day to our customers in the majority of zip codes in the United States.

The gross margin increase for the year was primarily driven by favorability from credit revenue and improvements in inventory shrink, partially offset by the operational cost structure of acquisitions during 2025.

This was primarily driven by employee compensation and benefits, along with cycling prior year realized gains on contingent consideration associated with the 2022 sale of the Canadian retail business, partially offset by the operational cost structure of acquisitions during 2025.

| Other | | | 28 | | | | | | — | | |

- In fiscal 2025, the Company recognized pre-tax expenses of $321 million consisting of transaction costs and intangible asset amortization related to the acquisitions of Artisan Design Group and Foundation Building Materials (Acquisition of businesses).

| | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | |

| Acquisition of businesses | | | 0.57 | | | | | | (0.14) | | | | | | 0.43 | | | | | | — | | | | | | — | | | | | | — | | |

| (In millions) | | | 2025 | | | | | | 2024 | | | | | | | | |

| (In millions) | | | 2025 | | | | | | 2024 | | | | | | | | |

During fiscal 2025, the Company issued $5.0 billion of unsecured notes.

In addition, the Company entered into a $2.0 billion unsecured term loan credit agreement (2025 Term Loan) which has a maturity date of October 2028.

The proceeds from the unsecured notes and the 2025 Term Loan were designated to finance, in part, our acquisition of FBM.

We also repaid $2.5 billion and $450 million in senior notes at maturity in fiscal 2025 and fiscal 2024, respectively.

Under the amendment, borrowings under the 2023 Credit Agreement will no longer be subject to a SOFR credit spread adjustment.

The 2025 Credit Agreement and the 2023 Credit Agreement (collectively the Long-Term Credit Agreements) support the Company’s commercial paper program.

In fiscal 2025, the Company also entered into a $1.0 billion 364-day unsecured revolving credit agreement (collectively with the Long-term Credit Agreements the “Revolving Credit Facilities”) which has a maturity date of September 2026 and had no outstanding borrowings as of January 30, 2026.

authorized and unissued status.

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In fiscal 2025, the Company paused its share repurchase program.

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Self-insurance claims filed and claims incurred but not reported are accrued

Fiscal years 2024 and 2023 contained 52 weeks of operating results compared to fiscal year 2022, which contained 53 weeks.

- [Operations](#i1ca1ea02dc6c48468c97967128720c94_55)

1 *The fiscal year ended February 3, 2023 had 53 weeks.

The fiscal years ended January 31, 2025 and February 2, 2024 had 52 weeks.*

Included in the fiscal 2023 results is $63 million of pre-tax income associated with the sale of the Canadian retail business, which increased diluted earnings per share by $0.11 in fiscal year 2023.

Macroeconomic factors, such as ongoing inflation and higher interest rates resulting in depressed levels of housing turnover, continued to exert downward pressure on big-ticket DIY discretionary spending in fiscal 2024.

Despite these factors, we generated positive Pro customer comparable sales and increased Pro penetration for the year.

This is the result of our cumulative investments in the right brands and products, greater inventory depth, improved job site delivery, dedicated service levels, and the Pro customer digital experience.

In addition, our strong online performance gives us confidence that our focus on an intuitive user experience and omnichannel fulfillment capabilities, specifically more same-day delivery options and an improved Buy Online Pickup in Store experience, are resonating with our customers.

*Looking Forward*

The core demand drivers of our business that we track remain unchanged: disposable personal income, home price appreciation, and the age of the housing stock.

We believe these drivers will sustain long-term demand as homeowners invest in repairs and upgrades.

Trends such as millennial household formation, the elderly preference to age in place, and the persistence of remote work also support home improvement market demand.

While these demand drivers remain supportive, broader market uncertainties also exist around tariffs, tax policy, and the overall geopolitical environment.

We remain focused on delivering strong operating performance, while continuing to make the right long-term investments for growth.

This includes executing at a high level through the near-term market pressures by driving productivity, managing costs, and investing in our updated Total Home strategy while continuing to drive sustainable, long-term shareholder value.

| Total customer transactions (in millions) | | | 809 | | | | | | 835 | | | | | | 937 | | |

| Average ticket3 | | | $ | 103.37 | | | | | $ | 103.51 | | | | | $ | 103.64 | |

Operating locations which are sold are included in comparable sales until the date of sale.

*basis points, 25 basis points, and 45 basis points, respectively.

The comparable sales calculation for fiscal 2022 was calculated using sales for a comparable 52-week period.*

3 *Average ticket is defined as net sales divided by the total number of customer transactions.*

*Net Sales –* Net sales decreased 3.1% to $83.7 billion in fiscal 2024.

The decrease in total sales was primarily driven by the decrease in comparable sales.

During fiscal 2024, we had comparable sales increases in Building Materials.

An additional four product categories performed above the Company average, including Hardware, Rough Plumbing, Appliances, and Millwork.

Strength in Building Materials reflects strong demand from Pro customers.

Our DIY customer categories were impacted by lower DIY discretionary demand, particularly in bigger-ticket interior projects.

The gross margin decrease for the year was primarily driven by investments in our supply chain, partially offset by productivity initiatives.

This was primarily driven by employee compensation and benefits, due to higher bonus attainment and employee insurance costs, as well as cycling favorable legal settlements in the prior year.

Fiscal 2023 Compared to Fiscal 2022

*•*In fiscal 2023, the Company recognized pre-tax income of $63 million consisting of a realized gain on the contingent consideration and adjustments to the selling price associated with the fiscal 2022 sale of the Canadian retail business (Canadian retail business transaction).

| | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | |

3 *For the year ended January 31, 2025, February 2, 2024, and February 3, 2023, return on invested capital was impacted by approximately 44 basis points, 19 basis points, and* *\-800* *basis points, respectively, as a result of the sale of the Canadian retail business.*

Cash flows relating to changes in other operating liabilities improved $2.1 billion due primarily to timing of federal estimated tax payments.

Fiscal 2023 includes payment of certain fiscal 2022 estimated tax payments deferred under the income tax relief announced by the Internal Revenue Service (IRS) for businesses located in states impacted by Hurricane Ian.

In addition, fiscal 2024 benefited from deferral of certain federal estimated tax payments that were deferred until fiscal 2025 under the income tax relief announced by the IRS for businesses impacted by Hurricane Helene.

In fiscal 2024, we repaid a $450 million senior note at maturity.

In fiscal 2023, we issued $3.0 billion of unsecured notes in March 2023, and during fiscal 2023, we also repaid a $500 million senior note at maturity.

Subject to obtaining commitments from the lenders and satisfying other conditions specified in the Third Amended and Restated Credit Agreement and the 2023 Credit Agreement (collectively, the Credit Agreements), the Company may increase the combined aggregate availability of the Credit Agreements by an additional $1.0 billion.

The fair value of our derivative financial instruments as of January [removed: 31, 2025,] [added: 30, 2026,] was not material.

Therefore, providing quantitative information about interest rate risk is not [removed: meaningful for our financial instruments.][added: meaningful.]

| | | | [removed: ] [added: ] | | | 32 | | |

Lowe’s Companies, Inc. and subsidiaries (the Company or Lowe’s) is a Fortune® [removed: 50] [added: 100] company and the world’s second largest home improvement retailer.

As of January [removed: 31, 2025,] [added: 30, 2026,] Lowe’s operated [removed: 1,748] [added: 1,759] home improvement stores and outlets in the United States, representing approximately [removed: 195] [added: 196] million square feet of retail selling space.

For additional information about the Company’s performance and financial condition, see [Item [removed: 7](#i1ca1ea02dc6c48468c97967128720c94_49),] [added: 7](#i8038eb112aca4f8db1666ed8cfb1c9cd_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

In fiscal [removed: 2024,] [added: 2025,] we continued to execute on our Total Home strategy that was introduced in fiscal 2020, by focusing on serving the professional customer (Pro customer), accelerating our online business, expanding installation services, improving localization efforts and elevating our product assortment.

| [removed: ] [added: ] | | | [removed: ] [added: ] | | | [removed: ] [added: ] | | | [removed: ] [added: ] | | | [removed: ] [added: ] | | |

- We continue to transform our Pro offerings to drive Pro penetration by continuing to enhance our Pro product assortment, [added: including expanding our offerings to the larger Pro customer through our acquisitions of FBM and ADG,] investing in inventory of high-volume Pro products, [removed: launching] [added: leveraging] our redesigned loyalty program, improving job site delivery capabilities, [removed: and rolling out] [added: expanding] our [removed: new] Pro extended [removed: aisle.][added: aisle, and building a comprehensive interior solutions platform.]

- We are investing in our omnichannel retail capabilities to accelerate our online business through [removed: project design tools and] [added: expansion of] our [removed: online] product [removed: marketplace.][added: offerings, enhanced fulfillment capabilities, and a simplified user experience.]

[removed: The home improvement market in which we operate is highly fragmented,] [added: Our retail stores and online focus on] serving [removed: Pro customers,] individual [removed: homeowners,] [added: homeowners] and renters completing a wide array of [removed: projects] [added: projects,] that vary along the spectrum of DIY and do-it-for-me (DIFM).

[removed: The] [added: In addition, we focus on] Pro [removed: customer at Lowe’s is] [added: customers that are] primarily the small to medium sized Pro, which includes three broad categories: tradespeople, repair and remodelers, and property managers.

| 1 | | | [removed: ] [added: ] | | | | | |

Key indicators we monitor include home price appreciation, age of the housing stock, real disposable personal income, [removed: and] housing [removed: turnover.][added: turnover, and residential and commercial construction.]

We also monitor demographic and societal trends that shape home improvement industry growth over time as the [removed: US] [added: U.S.] population moves through major life stages and events.

We also compete with traditional hardware, plumbing, electrical, [added: drywall] and home supply [removed: retailers,] [added: retailers and distributors,] as well as paint stores, lumber yards, garden centers, and maintenance and repair organizations.

Location of [removed: stores,] [added: stores and branches,] product assortment, product pricing, [added: fulfillment capabilities,] and customer service continue to be key competitive factors in our industry, while the evolution of technology, including artificial intelligence (AI) and machine learning [removed: technologies, expansion of fulfillment capabilities,] [added: technologies] and customer expectations also underscore the importance of omnichannel capabilities as a competitive factor.

See further discussion of competition in [Item [removed: 1A](#i1ca1ea02dc6c48468c97967128720c94_19),] [added: 1A](#i8038eb112aca4f8db1666ed8cfb1c9cd_19),] “Risk Factors”, of this Annual Report.

Our omnichannel [added: retail] network provides a single view of the customer, no matter where they place their order, whether in-store, online, [removed: on-site] [added: on-site,] or through the contact center.

Our ability to sell products in-store, online, on-site, [added: through one of our branch locations,] or through our contact centers speaks to our leverage of our existing infrastructure with the omnichannel capabilities we continue to introduce.

Our [removed: 1,748] [added: 1,759] Lowe’s-branded [added: retail] home improvement stores and outlet stores are generally open seven days per week and average approximately 112,000 square feet of retail selling space, plus approximately 32,000 square feet of outdoor garden center selling space.

Our [added: retail] home improvement stores offer similar products and services, with certain variations based on localization, along with a dedicated team of knowledgeable and friendly frontline associates available to assist our customers.

We continue to develop and implement productivity tools, including [removed: our front-end transformation and] freight flow optimization [removed: initiatives,] [added: and advanced AI customer service tools,] to enhance the efficiency of our sales associates and improve the customer experience.

Our [added: 16] Lowe’s Outlet stores have a smaller format and offer value to our customers through incremental savings on discontinued, overstocked, or scratch and dent items.

Through our websites and mobile applications, we seek to empower consumers by providing a 24/7 shopping experience, [added: expanded] product [added: assortment, product] information, customer ratings and reviews, buying guides, how-to videos, and other information.

We enable customers to choose from a variety of fulfillment options, including buying online and picking up in-store, curbside pick-up, same-day delivery through our gig network, and shipment to their homes or [removed: businesses.]

Further, we also offer digital inspiration, design, and project management tools across [removed: our destination] [added: multiple] home improvement categories.

We have on-site specialists available for [removed: retail and Pro] [added: our] customers to assist them in selecting products and services for their projects.

| | | | [removed: ] [added: ] | | | 2 | | |

These contact centers [removed: help Lowe’s] enable an omnichannel customer experience by [removed: providing the ability to tender] [added: tendering] sales, [removed: assist] [added: assisting] with order management, [removed: coordinate] [added: coordinating] deliveries, [removed: manage] [added: managing] after-sale installations, and [removed: answer] [added: answering] general customer questions via phone, mail, e-mail, live chat, and social media.

We offer home improvement products in the following categories: Appliances, Seasonal & Outdoor Living, Lumber, Lawn & Garden, [added: Hardware,] Kitchens & Bath, [removed: Hardware,] Building Materials, [removed: Millwork, Paint,] Rough Plumbing, [added: Paint, Millwork,] Tools, Electrical, Flooring, and Décor.

A typical Lowe’s-branded home improvement store stocks approximately [removed: 40,000] [added: 37,000] items, with additional items available through our online selling channel.

See [Note [removed: 16](#i1ca1ea02dc6c48468c97967128720c94_184)] [added: 17](#i8038eb112aca4f8db1666ed8cfb1c9cd_178)] of the Notes to Consolidated Financial Statements included in [Item [removed: 8](#i1ca1ea02dc6c48468c97967128720c94_88),] [added: 8](#i8038eb112aca4f8db1666ed8cfb1c9cd_88),] “Financial Statements and Supplementary Data”, of this Annual Report for historical revenues by product category for each of the last three fiscal years.

These facilities include regional distribution [removed: centers (RDCs),] [added: centers,] flatbed distribution [removed: centers (FDCs),] [added: centers,] import distribution [removed: centers (IDCs),] [added: centers,] bulk distribution [removed: centers (BDCs),] [added: centers,] cross-dock [removed: terminals (XDTs),] [added: terminals,] and Fulfillment [removed: Centers (FCs).][added: Centers.]

[removed: Our supply chain supports every pillar of our Total Home strategy, and as such, we] [added: We] continue to [removed: invest and transform] [added: modernize] our network to unlock our omnichannel capabilities while keeping our organization’s sustainability goals top of mind.

[removed: We] [added: Through our market-based delivery model, we] have [removed: also] been focused on improving the speed of our delivery capabilities for our customers.

[removed: As of fiscal year 2024, most] [added: Most] parcel-eligible items fulfilled by Lowe’s can be ordered by a customer and delivered within two business [removed: days or less at standard shipping rates.][added: days.]

Also, the nationwide expansion of our gig provider network enables same-day delivery of certain products from our stores, and as of fiscal [removed: 2024,] [added: 2025,] we have the ability to deliver major appliances next-day [removed: in almost every] [added: to the majority of] zip [removed: code] [added: codes] in the United States.

| 3 | | | [removed: ] [added: ] | | | | | |

We offer installation services through independent contractors in many of our product categories, with [removed: Kitchen] [added: Kitchens] & Bath, Flooring, Appliances, Millwork, and Rough Plumbing accounting for the majority of installed sales.

*Lowe’s Protection [removed: Plans and Repair Services*][added: Plans*]

For more detailed information, see the Financial Condition, Liquidity and Capital Resources section in [Item [removed: 7](#i1ca1ea02dc6c48468c97967128720c94_49),] [added: 7](#i8038eb112aca4f8db1666ed8cfb1c9cd_49),] “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of this Annual Report.

[removed: At Lowe’s we] [added: We] are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live, and cultivating a culture that invites and encourages diverse opinions and ideas.

In addition, Lowe’s operated over 540 branch locations in the United States and Canada, which include our current year acquisitions of Foundation Building Materials (FBM) and Artisan Design Group (ADG).

The home improvement market in which we operate is highly fragmented.

With the acquisitions of FBM and ADG in 2025, we are taking an important step in our Total Home strategy to serve larger Pro customers in the residential and commercial markets.

businesses.

*Branches*

Lowe’s has over 540 branch locations that serve larger Pro customers.

Our nationwide branch locations specialize in the delivery and installation of building materials for residential and commercial projects, while providing reliable local service and trusted expertise.

Services delivered by these locations include distribution of product to large residential and commercial professionals in both new construction and repair and remodel applications, as well as providing design, distribution and installation services to home builders and property managers.

For certain installations, we simplified the process through our central selling team.

In addition, Lowe’s offers installation services for new home construction and remodeling projects.

This year, we have focused on strengthening our culture of winning through the launch of the Inclusion Network, offering new ways for associates to engage and grow.

As part of this launch, we introduced two mentor programs: the Power Your Growth pilot program for store associates and the Inspire Mentor program designed for corporate associates.

These efforts reflect our commitment to building a workplace and community environment where every associate can contribute, grow, and thrive.

Through our community impact programs, nonprofit partnerships and associate volunteer efforts, Lowe’s has continued to revitalize neighborhoods, improve essential community spaces and support natural disaster relief and recovery efforts.

Our product selection process begins with our responsible sourcing decisions and ongoing supplier engagement.

The policy applies risk-based approach that categorizes sourcing risk levels by country, identifies appropriate monitoring practices and includes a new forestry grievance process to share concerns.

These products help customers save money and lower operating costs over time while supporting more efficient use of resources.

exploring emerging technologies to reduce emissions associated with our vehicle fleet and facilities.

As a global home improvement retailer, Lowe’s engages suppliers on the importance of measuring and reporting emissions through the CDP.

Lowe’s was recently recognized as a Supplier Engagement Leader for our outstanding work in 2025.

This engagement supports supplier efforts to identify efficiency opportunities, adopt renewable energy and implement lower-carbon solutions.

As recycling infrastructure and technology continues to evolve, we evaluate opportunities to improve waste diversion and support circular economy solutions where feasible.

We use smart irrigation controllers at most stores and deploy leak detection technology to identify and address leaks promptly.

We also maintain protocols for the handling and disposal of chemicals to help prevent release into local waterways.

These include strong millennial household formation, an increased preference among older generations to age in place, and the persistence of remote work.

Fulfillment centers, along with many of our stores, ship product directly to our customers.

In addition, we leverage our existing supply chain to deliver directly to our Pro customers.

The FDCs distribute merchandise that requires special handling due to size or type of packaging such as lumber, boards, panel products, pipe, siding, ladders, and building materials.

On average, each RDC and FDC serves approximately 115 stores.

Our Pro fulfillment network stocks deeper quantities of our top Pro assortments and has expanded capabilities to handle large orders on multiple flat bed trucks.

Our IDCs were expanded to create more capacity to hold import product at the coast, which improves our network’s agility to move inventory where and when it is needed.

Our BDCs handle appliances and other big and bulky products, and our XDTs fulfill final mile box truck deliveries of these products.

As part of the completion of the rollout of our market-based delivery model, we expanded to additional geographic areas and enhanced our distribution capacity for big and bulky products.

As of fiscal year 2024, we have finalized the roll-out of our market-based delivery model.

We are simplifying the process through a team of remote associates that we call our central selling team.

Installed sales, which includes both product and labor, accounted for approximately 5% of total sales in fiscal 2024.

Earlier this year, we evolved our diversity and inclusion initiatives, combining our eight Business Resource Groups into one umbrella associate engagement organization.

By shifting to one, unified program, Lowe’s is able to foster networking and development for all associates across all areas of the business.

Finally, we are evaluating our participation in external surveys, factoring in the goals of each survey and whether we will gain any actionable insights as a result of our participation.

These changes were made with the goal of creating a more respectful and inclusive workplace for all of our associates.

In fiscal 2024, for the sixth consecutive year, Lowe’s was included in the Dow Jones Sustainability North America Index based on our environmental, social, and operational practices.

With our community engagement initiatives and continued partnerships with nonprofits across the nation, we are revitalizing neighborhoods, improving community spaces, responding when natural disasters strike, and preparing the next generation of skilled tradespeople.

From funding new skilled trade facilities and instructors to accreditation programs, these grants support carpentry and construction, HVAC, electrical, plumbing, and appliance repair training.

Our products undergo a thorough selection process, beginning with our sourcing decisions.

We have enhanced our wood sourcing policy to include a more robust risk-based approach, including new wood sourcing risk levels by country, improved monitoring practices, and a new forestry grievance process.

Lowe’s continues to partner with our suppliers to decrease our scope 3 GHG emissions.

We encourage suppliers to report their emissions to CDP, giving suppliers more insight into how they generate emissions, which is the first step toward helping them reduce upstream emissions.

This collaboration can help suppliers increase their operational efficiency and reduce their emissions through the use of renewable energy and low-carbon innovations.

When our suppliers mitigate their impacts on the climate, Lowe’s own scope 3 emissions can be reduced.

Our first renewable power purchase agreement, the Mesquite Star wind farm in Texas, went live in fiscal 2020 and is now in its fifth year of operation.

As we strive to establish a pipeline of other offsite renewable projects, several projects are planned to become active over the next few years.

In fiscal 2023, we announced plans to install rooftop solar panels at 174 store and distribution center locations nationwide, including more than 50 sites already in operation.

More than 100 sites were operational by the end of fiscal 2024.

Once each site is completed, the solar panels will provide approximately 90% of the energy usage at each location.

We are an EPA SmartWay program partner and aim for 100% SmartWay certification for our transportation providers.

As technology and innovative practices improve, we will continue to explore opportunities to participate in the circular economy.

We use smart irrigation controllers for efficient watering at most stores and have been exploring other water-efficient measures to increase water savings in our stores and garden centers.

Additionally, we use leak detection technology to catch leaks as they occur to prevent unnecessary water use.

We also have protocols in place to manage the disposal of chemicals to prevent release into waterways of the communities we serve.

The U.S. Attorney’s Office for the Central District of California and the U.S. EPA’s Region 9 Office have been conducting an investigation with respect to whether the Company and independent contractors who performed installations under the Company’s third-party installer program complied with applicable recordkeeping requirements and lead-safe practices under [removed: the Toxic Substances Control Act, the EPA’s Lead Renovation, Repair and Painting Rules, and with an EPA civil consent]

| 19 | | | [removed: ] [added: ] | | | | | |

[added: the Toxic Substances Control Act, the EPA’s Lead Renovation, Repair and Painting Rules, and with an EPA civil consent] decree that the Company entered into in 2014 in the context of projects in homes constructed before 1978.

On November 25, 2025, the Company, without admitting liability, agreed to resolve the matter by payment of a civil penalty of $12,500,000 and by entering into a second consent decree to replace the 2014 consent decree.

The second consent decree was lodged in the U.S. District Court for the Central District of California and is subject to a public comment period and court approval.

While we cannot predict the ultimate outcomes of these matters, we do not expect them to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.

For the fiscal year ended January [removed: 31, 2025][added: 30, 2026]

[removed: ][added: ]

| 1000 Lowes Blvd., Mooresville, [removed: North Carolina] [added: NC] | | | | | | | | | | | | 28117 | | | | | | | | |

As of August [removed: 2, 2024,] [added: 1, 2025,] the last business day of the Company’s most recent second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $136.4] [added: $126.9] billion based on the closing sale price as reported on the New York Stock Exchange.

| CLASS | | | | | | OUTSTANDING AT [removed: 3/20/2025] [added: 3/19/2026] | | |

| Common Stock, $0.50 par value | | | | | | [removed: 559,706,540] [added: 560,063,429] | | |

| Portions of the Proxy Statement for Lowe’s [removed: 2025] [added: 2026] Annual Meeting of Shareholders | | | | | | Part III | | |

| [Disclosure Regarding Forward-Looking [removed: Statements](#i1ca1ea02dc6c48468c97967128720c94_10)] [added: Statements](#i8038eb112aca4f8db1666ed8cfb1c9cd_10)] | | | | | | | | | [removed: [ii](#i1ca1ea02dc6c48468c97967128720c94_10)] [added: [ii](#i8038eb112aca4f8db1666ed8cfb1c9cd_10)] | | |

| | | | Item 1. | | | [removed: [Business](#i1ca1ea02dc6c48468c97967128720c94_16)] [added: [Business](#i8038eb112aca4f8db1666ed8cfb1c9cd_16)] | | | [removed: [1](#i1ca1ea02dc6c48468c97967128720c94_16)] [added: [1](#i8038eb112aca4f8db1666ed8cfb1c9cd_16)] | | |

| | | | Item 1A. | | | [Risk [removed: Factors](#i1ca1ea02dc6c48468c97967128720c94_19)] [added: Factors](#i8038eb112aca4f8db1666ed8cfb1c9cd_19)] | | | [removed: [8](#i1ca1ea02dc6c48468c97967128720c94_19)] [added: [8](#i8038eb112aca4f8db1666ed8cfb1c9cd_19)] | | |

| | | | Item 1B. | | | [Unresolved Staff [removed: Comments](#i1ca1ea02dc6c48468c97967128720c94_22)] [added: Comments](#i8038eb112aca4f8db1666ed8cfb1c9cd_22)] | | | [removed: [16](#i1ca1ea02dc6c48468c97967128720c94_22)] [added: [17](#i8038eb112aca4f8db1666ed8cfb1c9cd_22)] | | |

| | | | Item 1C. | | | [removed: [Cybersecurity](#i1ca1ea02dc6c48468c97967128720c94_25)] [added: [Cybersecurity](#i8038eb112aca4f8db1666ed8cfb1c9cd_25)] | | | [removed: [17](#i1ca1ea02dc6c48468c97967128720c94_25)] [added: [17](#i8038eb112aca4f8db1666ed8cfb1c9cd_25)] | | |

| | | | Item 2. | | | [removed: [Properties](#i1ca1ea02dc6c48468c97967128720c94_28)] [added: [Properties](#i8038eb112aca4f8db1666ed8cfb1c9cd_28)] | | | [removed: [19](#i1ca1ea02dc6c48468c97967128720c94_28)] [added: [19](#i8038eb112aca4f8db1666ed8cfb1c9cd_28)] | | |

| | | | Item 3. | | | [Legal [removed: Proceedings](#i1ca1ea02dc6c48468c97967128720c94_31)] [added: Proceedings](#i8038eb112aca4f8db1666ed8cfb1c9cd_31)] | | | [removed: [19](#i1ca1ea02dc6c48468c97967128720c94_31)] [added: [19](#i8038eb112aca4f8db1666ed8cfb1c9cd_31)] | | |

| | | | Item 4. | | | [Mine Safety [removed: Disclosures](#i1ca1ea02dc6c48468c97967128720c94_34)] [added: Disclosures](#i8038eb112aca4f8db1666ed8cfb1c9cd_34)] | | | [removed: [20](#i1ca1ea02dc6c48468c97967128720c94_34)] [added: [20](#i8038eb112aca4f8db1666ed8cfb1c9cd_34)] | | |

| | | | | | | [Information About Our Executive [removed: Officers](#i1ca1ea02dc6c48468c97967128720c94_37)] [added: Officers](#i8038eb112aca4f8db1666ed8cfb1c9cd_37)] | | | [removed: [21](#i1ca1ea02dc6c48468c97967128720c94_37)] [added: [21](#i8038eb112aca4f8db1666ed8cfb1c9cd_37)] | | |

| | | | Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1ca1ea02dc6c48468c97967128720c94_43)] [added: Securities](#i8038eb112aca4f8db1666ed8cfb1c9cd_43)] | | | [removed: [22](#i1ca1ea02dc6c48468c97967128720c94_43)] [added: [22](#i8038eb112aca4f8db1666ed8cfb1c9cd_43)] | | |

| | | | Item 6. | | | [removed: [Reserved](#i1ca1ea02dc6c48468c97967128720c94_46)] [added: [Reserved](#i8038eb112aca4f8db1666ed8cfb1c9cd_46)] | | | [removed: [23](#i1ca1ea02dc6c48468c97967128720c94_46)] [added: [23](#i8038eb112aca4f8db1666ed8cfb1c9cd_46)] | | |

| | | | Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1ca1ea02dc6c48468c97967128720c94_49)] [added: Operations](#i8038eb112aca4f8db1666ed8cfb1c9cd_49)] | | | [removed: [24](#i1ca1ea02dc6c48468c97967128720c94_49)] [added: [24](#i8038eb112aca4f8db1666ed8cfb1c9cd_49)] | | |

| | | | Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1ca1ea02dc6c48468c97967128720c94_85)] [added: Risk](#i8038eb112aca4f8db1666ed8cfb1c9cd_85)] | | | [removed: [32](#i1ca1ea02dc6c48468c97967128720c94_85)] [added: [32](#i8038eb112aca4f8db1666ed8cfb1c9cd_85)] | | |

| | | | Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1ca1ea02dc6c48468c97967128720c94_88)] [added: Data](#i8038eb112aca4f8db1666ed8cfb1c9cd_88)] | | | [removed: [33](#i1ca1ea02dc6c48468c97967128720c94_88)] [added: [33](#i8038eb112aca4f8db1666ed8cfb1c9cd_88)] | | |

| | | | Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1ca1ea02dc6c48468c97967128720c94_205)] [added: Disclosure](#i8038eb112aca4f8db1666ed8cfb1c9cd_202)] | | | [removed: [67](#i1ca1ea02dc6c48468c97967128720c94_205)] [added: [70](#i8038eb112aca4f8db1666ed8cfb1c9cd_202)] | | |

| | | | Item 9A. | | | [Controls and [removed: Procedures](#i1ca1ea02dc6c48468c97967128720c94_208)] [added: Procedures](#i8038eb112aca4f8db1666ed8cfb1c9cd_205)] | | | [removed: [67](#i1ca1ea02dc6c48468c97967128720c94_208)] [added: [70](#i8038eb112aca4f8db1666ed8cfb1c9cd_205)] | | |

| | | | Item 9B. | | | [Other [removed: Information](#i1ca1ea02dc6c48468c97967128720c94_211)] [added: Information](#i8038eb112aca4f8db1666ed8cfb1c9cd_208)] | | | [removed: [67](#i1ca1ea02dc6c48468c97967128720c94_211)] [added: [70](#i8038eb112aca4f8db1666ed8cfb1c9cd_208)] | | |

| | | | Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1ca1ea02dc6c48468c97967128720c94_214)] [added: Inspections](#i8038eb112aca4f8db1666ed8cfb1c9cd_214)] | | | [removed: [67](#i1ca1ea02dc6c48468c97967128720c94_214)] [added: [70](#i8038eb112aca4f8db1666ed8cfb1c9cd_214)] | | |

| | | | Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1ca1ea02dc6c48468c97967128720c94_220)] [added: Governance](#i8038eb112aca4f8db1666ed8cfb1c9cd_220)] | | | [removed: [68](#i1ca1ea02dc6c48468c97967128720c94_220)] [added: [71](#i8038eb112aca4f8db1666ed8cfb1c9cd_220)] | | |

| | | | Item 11. | | | [Executive [removed: Compensation](#i1ca1ea02dc6c48468c97967128720c94_223)] [added: Compensation](#i8038eb112aca4f8db1666ed8cfb1c9cd_223)] | | | [removed: [68](#i1ca1ea02dc6c48468c97967128720c94_223)] [added: [71](#i8038eb112aca4f8db1666ed8cfb1c9cd_223)] | | |

| | | | Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1ca1ea02dc6c48468c97967128720c94_226)] [added: Matters](#i8038eb112aca4f8db1666ed8cfb1c9cd_226)] | | | [removed: [68](#i1ca1ea02dc6c48468c97967128720c94_226)] [added: [71](#i8038eb112aca4f8db1666ed8cfb1c9cd_226)] | | |

| | | | Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1ca1ea02dc6c48468c97967128720c94_229)] [added: Independence](#i8038eb112aca4f8db1666ed8cfb1c9cd_229)] | | | [removed: [68](#i1ca1ea02dc6c48468c97967128720c94_229)] [added: [71](#i8038eb112aca4f8db1666ed8cfb1c9cd_229)] | | |

| | | | Item 14. | | | [Principal Accountant Fees and [removed: Services](#i1ca1ea02dc6c48468c97967128720c94_232)] [added: Services](#i8038eb112aca4f8db1666ed8cfb1c9cd_232)] | | | [removed: [68](#i1ca1ea02dc6c48468c97967128720c94_232)] [added: [71](#i8038eb112aca4f8db1666ed8cfb1c9cd_232)] | | |

| | | | Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i1ca1ea02dc6c48468c97967128720c94_238)] [added: Schedules](#i8038eb112aca4f8db1666ed8cfb1c9cd_238)] | | | [removed: [69](#i1ca1ea02dc6c48468c97967128720c94_238)] [added: [72](#i8038eb112aca4f8db1666ed8cfb1c9cd_238)] | | |

| | | | Item 16. | | | [Form 10-K [removed: Summary](#i1ca1ea02dc6c48468c97967128720c94_250)] [added: Summary](#i8038eb112aca4f8db1666ed8cfb1c9cd_250)] | | | [removed: [78](#i1ca1ea02dc6c48468c97967128720c94_250)] [added: [82](#i8038eb112aca4f8db1666ed8cfb1c9cd_250)] | | |

| | | | | | | [removed: [Signatures](#i1ca1ea02dc6c48468c97967128720c94_253)] [added: [Signatures](#i8038eb112aca4f8db1666ed8cfb1c9cd_253)] | | | [removed: [79](#i1ca1ea02dc6c48468c97967128720c94_253)] [added: [83](#i8038eb112aca4f8db1666ed8cfb1c9cd_253)] | | |

| i | | | [removed: ] [added: ] | | | | | |

Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to environmental and social matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending, [added: trade policy changes and additional tariffs,] share repurchases, and Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results.

For a detailed description of the risks and uncertainties that we are exposed to, you should read [Item [removed: 1A](#i1ca1ea02dc6c48468c97967128720c94_19),] [added: 1A](#i8038eb112aca4f8db1666ed8cfb1c9cd_19),] “Risk Factors” included elsewhere in this Annual Report.

| | | | [removed: ] [added: ] | | | ii | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | |  | | | 16 | | |

The Company also established an AI Governance Committee, which is composed of leaders across a variety of business, technology, and support functions, to oversee [removed: the creation] and [removed: implementation of risk control and strategic implementation frameworks.][added: approve ongoing enhancements to our AI governance framework.]

| 17 | | | [removed: ] [added: ] | | | | | |

See “Risk Factors” in [Item [removed: 1A](#i1ca1ea02dc6c48468c97967128720c94_19)] [added: 1A](#i8038eb112aca4f8db1666ed8cfb1c9cd_19)] of this Annual Report on Form 10-K for more information on our cybersecurity-related risks.

| | | | [removed: ] [added: ] | | | 18 | | |

- We employ operational and technical measures to embed policy-driven security controls across key information security domains, including identity and access management, network security, and data protection.

As of January [removed: 31, 2025,] [added: 30, 2026,] our [added: retail] properties consisted of [removed: 1,748] [added: 1,759] stores and outlets in the United States with a total of approximately [removed: 195] [added: 196] million square feet of selling space.

A summary of our [added: retail] stores is as follows:

| Arizona | | | [removed: 32] [added: 33] | | | | | | Nevada | | | 17 | | |

| Delaware | | | 10 | | | | | | North Carolina | | | [removed: 115] [added: 116] | | |

| Georgia | | | [removed: 64] [added: 65] | | | | | | Oklahoma | | | 29 | | |

| Indiana | | | 43 | | | | | | South Carolina | | | [removed: 51] [added: 52] | | |

| Kentucky | | | 42 | | | | | | Texas | | | [removed: 144] [added: 151] | | |

| Maryland | | | [removed: 29] [added: 30] | | | | | | Virginia | | | 69 | | |

| Massachusetts | | | [removed: 28] [added: 27] | | | | | | Washington | | | 35 | | |

| Missouri | | | 47 | | | | | | Total | | | [removed: 1,748] [added: 1,759] | | |

Of the total [added: retail] stores operating as of January [removed: 31, 2025,] [added: 30, 2026,] approximately 89% are owned, which includes stores on leased land, with the remainder being leased from third parties.

We also operate several facilities to support distribution and fulfillment, as well as data [removed: centers] [added: centers, branch locations,] and various support offices.

| | | | [removed: ] [added: ] | | | 20 | | |

| Marvin R. Ellison | | | | | | [removed: 60] [added: 61] | | | | | | Chairman, President and Chief Executive Officer since May 2021; President and Chief Executive Officer, July 2018 – May 2021; Chairman of the Board and Chief Executive Officer, J.C. Penney Company, Inc. (a department store retailer), 2016 – May 2018; Chief Executive Officer, J.C. Penney Company, Inc., 2015 – 2016; President, J.C. Penney Company, Inc., 2014 – 2015; Executive Vice President – U.S. Stores, The Home Depot, Inc. (a home improvement retailer) 2008 – 2014. | | |

| William P. Boltz | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President, Merchandising since August 2018; President and CEO, Chervon North America (a global power tool supplier), 2015 – 2018; President and owner of The Boltz Group, LLC (a retail consulting firm), 2013 – 2015; Senior Vice President, Merchandising, The Home Depot, Inc. (a home improvement retailer), 2010 – 2012; Vice President, Merchandising, The Home Depot, Inc., 2006 – 2010. | | |

| Janice M. Dupré | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Human Resources since June 2020; Senior Vice President, Talent Management & Diversity and Global Chief Diversity Officer, January 2020 – June 2020; Vice President, Leadership Development and Global Chief Diversity Officer, November 2017 – January 2020; Vice President of Diversity & Inclusion and Chief Diversity Officer, McKesson Corporation (a healthcare company), June 2015 – October 2017. | | |

| Seemantini Godbole | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Chief Digital and Information Officer since September 2022; Executive Vice President, Chief Information Officer, November 2018 – September 2022; Senior Vice President, Digital and Marketing Technology, Target Corporation (a department store retailer), January 2017 – November 2018; Vice President, Digital and Marketing Technology, Target Corporation, 2013 – December 2016. | | |

| Joseph M. McFarland III | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Stores since August 2018; Executive Vice President, Chief Customer Officer, J.C. Penney Company, Inc. (a department store retailer), March 2018 – August 2018; Executive Vice President, Stores, J.C. Penney Company, Inc., 2016 – March 2018; Divisional President, The Home Depot, Inc. (a home improvement retailer), 2007 – 2015. | | |

| Juliette W. Pryor | | | | | | [removed: 60] [added: 61] | | | | | | Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2024; Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary, May 2023 – March 2024; Executive Vice President, General Counsel and Corporate Secretary, Albertsons Companies, Inc. (a food and drug retail company), June 2020 – May 2023; Senior Vice President, General Counsel and Corporate Secretary, Cox Enterprises, Inc. (a multi-industry communications and automotive services company), October 2016 – June 2020; Executive Vice President, General Counsel and Chief Compliance Officer, US Foods, Inc. (a food service distribution company), February 2009 – October 2016. | | |

| Brandon J. Sink | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, Chief Financial Officer since April 2022; Senior Vice President, Retail Finance, March 2021 – April 2022; Vice President, Merchandising Finance, June 2019 – March 2021; Vice President, Enterprise Strategy, August 2018 – June 2019; Vice President, Finance, September 2016 – August 2018; Vice President, Corporate Controller, July 2015 – September 2016. | | |

| Margrethe R. Vagell | | | | | | [removed: 47] [added: 48] | | | | | | Executive Vice President, Supply Chain since March 2024; Senior Vice President, Supply Chain, January 2024 – March 2024; Senior Vice President, General Merchandising Manager, June 2019 – January 2024; Senior Vice President, Store Merchandising, September 2018 – June 2019; Vice President, Chief Customer Officer Operations, July 2017 – September 2018; Vice President, Enterprise Analytics, November 2015 – July 2017; Vice President, Pricing and Promotions, October 2014 – November 2015. | | |

| Quonta D. Vance | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President, Pro and Home Services since June 2023; Senior Vice President, Transportation and Final Mile, November 2022 – June 2023; Senior Vice President, General Merchandising Manager, January 2021 – November 2022; Division President, May 2019 – January 2021; Regional Vice President, The Home Depot, Inc. (a home improvement retailer), February 2001 – May 2018. | | |

| 21 | | | [removed: ] [added: ] | | | | | |

As of March [removed: 20, 2025,] [added: 19, 2026,] there were [removed: 19,786] [added: 19,110] holders of record of Lowe’s common stock.

The graph assumes $100 invested on January [removed: 31, 2020,] [added: 29, 2021,] in the Company’s common stock and each of the indices.

[removed: ][added: ]

| | | | [removed: 1/31/2020] | | | | | | 1/29/2021 | | | | | | 1/28/2022 | | | | | | 2/3/2023 | | | | | | 2/2/2024 | | | | | | 1/31/2025 | | | [added: | | | 1/30/2026 | | |]

| | | | [removed: ] [added: ] | | | 22 | | |

The following table sets forth information with respect to purchases of the Company’s common stock made during the fourth quarter of fiscal [removed: 2024:][added: 2025:]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Lowe’s | | | | | | | | | $ | 100.00 | | | | | $ | 142.82 | | | | | $ | 133.91 | | | | | $ | 138.95 | | | | | $ | 167.67 | | | | | $ | 175.63 | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 120.99 | | | | | | 114.80 | | | | | | 139.85 | | | | | | 172.66 | | | | | | 200.84 | | |

| S&P Retail Index | | | | | | | | | 100.00 | | | | | | 105.90 | | | | | | 89.60 | | | | | | 123.16 | | | | | | 161.20 | | | | | | 164.12 | | |

| November 1, 2025 - November 28, 2025 | | | 175 | | | | | | $ | 235.09 | | | | | — | | | | | | $ | 10,786,142,988 | |

| November 29, 2025 - January 2, 2026 | | | 954 | | | | | | 248.60 | | | | | | — | | | | | | 10,786,142,988 | | |

| January 3, 2026 - January 30, 2026 | | | 387 | | | | | | 274.27 | | | | | | — | | | | | | 10,786,142,988 | | |

| As of January 30, 2026 | | | 1,516 | | | | | | $ | 253.59 | | | | | — | | | | | | $ | 10,786,142,988 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Lowe’s | | | $ | 100.00 | | | | | $ | 145.94 | | | | | $ | 208.44 | | | | | $ | 195.43 | | | | | $ | 202.79 | | | | | $ | 244.70 | |

| S&P 500 | | | 100.00 | | | | | | 117.23 | | | | | | 141.84 | | | | | | 134.58 | | | | | | 163.95 | | | | | | 202.41 | | |

| S&P Retail Index | | | 100.00 | | | | | | 141.39 | | | | | | 149.72 | | | | | | 126.69 | | | | | | 174.14 | | | | | | 227.91 | | |

| November 2, 2024 - November 29, 20244 | | | 1,408,924 | | | | | | $ | 258.41 | | | | | 1,408,481 | | | | | | $ | 11,721,027,386 | |

| November 30, 2024 - January 3, 20254 | | | 808,207 | | | | | | 247.92 | | | | | | 806,759 | | | | | | 11,521,039,437 | | |

| January 4, 2025 - January 31, 2025 | | | 3,247,993 | | | | | | 257.41 | | | | | | 3,247,535 | | | | | | 10,786,142,988 | | |

| As of January 31, 2025 | | | 5,465,124 | | | | | | $ | 256.26 | | | | | 5,462,775 | | | | | | $ | 10,786,142,988 | |

4 *In November 2024, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase the Company’s common stock.

At inception, pursuant to the ASR agreement, the Company paid $400 million to the financial institution and received an initial delivery of 1.2 million shares.

In January 2025, the Company finalized the transaction and received an additional 0.4 million shares.

The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement.

See* *[Note](#i1ca1ea02dc6c48468c97967128720c94_154) [9](#i1ca1ea02dc6c48468c97967128720c94_154)* *to the consolidated financial statements included herein for additional information regarding share repurchases.*

| 23 | | | [removed: ] [added: ] | | | | | |

| [Management’s Report on Internal Control over Financial [removed: Reporting](#i1ca1ea02dc6c48468c97967128720c94_91)] [added: Reporting](#i8038eb112aca4f8db1666ed8cfb1c9cd_91)] | | | [removed: [34](#i1ca1ea02dc6c48468c97967128720c94_91)] [added: [34](#i8038eb112aca4f8db1666ed8cfb1c9cd_91)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i1ca1ea02dc6c48468c97967128720c94_94)] [added: Firm](#i8038eb112aca4f8db1666ed8cfb1c9cd_94)] (PCAOB ID No. 34) | | | [removed: [35](#i1ca1ea02dc6c48468c97967128720c94_94)] [added: [35](#i8038eb112aca4f8db1666ed8cfb1c9cd_94)] | | |

| [Consolidated Statements of [removed: Earnings](#i1ca1ea02dc6c48468c97967128720c94_100)] [added: Earnings](#i8038eb112aca4f8db1666ed8cfb1c9cd_100)] | | | [removed: [38](#i1ca1ea02dc6c48468c97967128720c94_100)] [added: [38](#i8038eb112aca4f8db1666ed8cfb1c9cd_100)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i1ca1ea02dc6c48468c97967128720c94_103)] [added: Income](#i8038eb112aca4f8db1666ed8cfb1c9cd_103)] | | | [removed: [38](#i1ca1ea02dc6c48468c97967128720c94_103)] [added: [38](#i8038eb112aca4f8db1666ed8cfb1c9cd_103)] | | |

| [Consolidated Balance [removed: Sheets](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: Sheets](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)] | | | [removed: [39](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: [39](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)] | | |

| [Consolidated Statements of [removed: Shareholders’](#i1ca1ea02dc6c48468c97967128720c94_112) [Deficit](#i1ca1ea02dc6c48468c97967128720c94_112)] [added: Shareholders’ Deficit](#i8038eb112aca4f8db1666ed8cfb1c9cd_112)] | | | [removed: [40](#i1ca1ea02dc6c48468c97967128720c94_112)] [added: [40](#i8038eb112aca4f8db1666ed8cfb1c9cd_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1ca1ea02dc6c48468c97967128720c94_115)] [added: Flows](#i8038eb112aca4f8db1666ed8cfb1c9cd_115)] | | | [removed: [41](#i1ca1ea02dc6c48468c97967128720c94_115)] [added: [41](#i8038eb112aca4f8db1666ed8cfb1c9cd_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1ca1ea02dc6c48468c97967128720c94_118)] [added: Statements](#i8038eb112aca4f8db1666ed8cfb1c9cd_118)] | | | [removed: [42](#i1ca1ea02dc6c48468c97967128720c94_118)] [added: [42](#i8038eb112aca4f8db1666ed8cfb1c9cd_118)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#i1ca1ea02dc6c48468c97967128720c94_121)] [added: Policies](#i8038eb112aca4f8db1666ed8cfb1c9cd_121)] | | | [removed: [42](#i1ca1ea02dc6c48468c97967128720c94_121)] [added: [42](#i8038eb112aca4f8db1666ed8cfb1c9cd_121)] | | |

[removed: | [Note 2: Revenue](#i1ca1ea02dc6c48468c97967128720c94_127) | | | [48](#i1ca1ea02dc6c48468c97967128720c94_127) | | |][added: NOTE 3: Revenue]

[removed: | [Note 3:] [added: NOTE 4:] Fair Value [removed: Measurements](#i1ca1ea02dc6c48468c97967128720c94_130) | | | [49](#i1ca1ea02dc6c48468c97967128720c94_130) | | |][added: Measurements]

[removed: | [Note 4:] [added: NOTE 5:] Property and Accumulated [removed: Depreciation](#i1ca1ea02dc6c48468c97967128720c94_136) | | | [51](#i1ca1ea02dc6c48468c97967128720c94_136) | | |][added: Depreciation]

[removed: | [Note 5: Leases](#i1ca1ea02dc6c48468c97967128720c94_139) | | | [53](#i1ca1ea02dc6c48468c97967128720c94_139) | | |][added: NOTE 7: Leases]

[removed: | [Note 7: Debt](#i1ca1ea02dc6c48468c97967128720c94_148) | | | [54](#i1ca1ea02dc6c48468c97967128720c94_148) | | |][added: NOTE 8: Debt]

[removed: | [Note 8:] [added: NOTE 9:] Derivative [removed: Instruments](#i1ca1ea02dc6c48468c97967128720c94_151) | | | [55](#i1ca1ea02dc6c48468c97967128720c94_151) | | |][added: Instruments]

[removed: | [Note 9: Shareholders’ Deficit](#i1ca1ea02dc6c48468c97967128720c94_154) | | | [56](#i1ca1ea02dc6c48468c97967128720c94_154) | | |][added: NOTE 10: Shareholders' Deficit]

[removed: | [Note 10:] [added: NOTE 11:] Share-Based [removed: Payments](#i1ca1ea02dc6c48468c97967128720c94_157) | | | [57](#i1ca1ea02dc6c48468c97967128720c94_157) | | |][added: Payments]

[removed: | [Note 11:] [added: NOTE 12:] Employee Retirement [removed: Plans](#i1ca1ea02dc6c48468c97967128720c94_163) | | | [61](#i1ca1ea02dc6c48468c97967128720c94_163) | | |][added: Plans]

[removed: | [Note 12:] [added: NOTE 13:] Income [removed: Taxes](#i1ca1ea02dc6c48468c97967128720c94_166) | | | [61](#i1ca1ea02dc6c48468c97967128720c94_166) | | |][added: Taxes]

[removed: | [Note 13:] [added: Note 14:] Earnings Per [removed: Share](#i1ca1ea02dc6c48468c97967128720c94_172) | | | [63](#i1ca1ea02dc6c48468c97967128720c94_172) | | |][added: Share]

[removed: | [Note 14:] [added: NOTE 15:] Commitments and [removed: Contingencies](#i1ca1ea02dc6c48468c97967128720c94_175) | | | [63](#i1ca1ea02dc6c48468c97967128720c94_175) | | |][added: Contingencies]

[removed: | [Note 15:] [added: NOTE 16:] Related [removed: Parties](#i1ca1ea02dc6c48468c97967128720c94_178) | | | [64](#i1ca1ea02dc6c48468c97967128720c94_178) | | |][added: Parties]

[removed: | [Note 16:] [added: NOTE 17:] Other [removed: Information](#i1ca1ea02dc6c48468c97967128720c94_184) | | | [64](#i1ca1ea02dc6c48468c97967128720c94_184) | | |][added: Information]

| 33 | | | [removed: ] [added: ] | | | | | |

Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our Internal Control as of January [removed: 31, 2025.][added: 30, 2026.]

Based on our management’s assessment, we have concluded that, as of January [removed: 31, 2025,] [added: 30, 2026,] our Internal Control is effective.

Their report appears on page [removed: [37](#i1ca1ea02dc6c48468c97967128720c94_97).][added: [37](#i8038eb112aca4f8db1666ed8cfb1c9cd_97).]

| | | | [removed: ] [added: ] | | | 34 | | |

To the shareholders and the Board of Directors of Lowe’s Companies, Inc. [added: and subsidiaries]

We have audited the accompanying consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of January [removed: 31, 2025] [added: 30, 2026] and [removed: February 2, 2024,] [added: January 31, 2025,] the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows, for each of the three years in the period ended January [removed: 31, 2025,] [added: 30, 2026,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January [removed: 31, 2025] [added: 30, 2026] and [removed: February 2, 2024,] [added: January 31, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 31, 2025,] [added: 30, 2026,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January [removed: 31, 2025,] [added: 30, 2026,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 24, 2025,] [added: 23, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit matter or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| 35 | | | [removed: ] [added: ] | | | | | |

[removed: This required an increased] [added: We identified vendor funds as a critical audit matter due to the volume of the individual vendor agreements and] extent of [added: audit] effort [added: required] when performing audit procedures to evaluate whether the vendor funds were [removed: completely and accurately] recorded in accordance with the vendor agreements.

Our audit procedures related to whether the vendor funds were [removed: completely and accurately] recorded in accordance with the terms of the vendor agreements included the following, among others:

- We tested the design and operating effectiveness of controls over vendor funds, including management’s controls over the identification of vendor agreements as well as the accrual and recording of vendor funds [removed: as a reduction to] [added: in accordance with] the [removed: cost of inventory as they are earned, and as a reduction to cost of sales as] [added: terms] the [removed: related inventory is sold.][added: vendor agreements.]

| | | | [removed: ] [added: ] | | | 36 | | |

We have audited the internal control over financial reporting of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of January [removed: 31, 2025,] [added: 30, 2026,] based on criteria established in *Internal Control* – *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

| [Note 2: Acquisitions](#i8038eb112aca4f8db1666ed8cfb1c9cd_1919) | | | [48](#i8038eb112aca4f8db1666ed8cfb1c9cd_1919) | | |

| [Note 6: Goodwill and Intangible Assets](#i8038eb112aca4f8db1666ed8cfb1c9cd_187) | | | [53](#i8038eb112aca4f8db1666ed8cfb1c9cd_187) | | |

| [Note 18: Segment Information](#i8038eb112aca4f8db1666ed8cfb1c9cd_181) | | | [68](#i8038eb112aca4f8db1666ed8cfb1c9cd_181) | | |

| [Note 19: Subsequent Event](#i8038eb112aca4f8db1666ed8cfb1c9cd_190) | | | [69](#i8038eb112aca4f8db1666ed8cfb1c9cd_190) | | |

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting excluded Foundation Building Materials (FBM), a wholly owned subsidiary of Lowe's Companies Inc. that consists of the net assets purchased in October 2025.

FBM aggregate assets, excluding goodwill and intangible assets - net, and net sales represented 4.5% and 1.5% of the Company’s consolidated total assets and consolidated net sales, respectively, as of and for the year ended January 30, 2026.

This acquisition is more fully discussed in [Note 2](#i8038eb112aca4f8db1666ed8cfb1c9cd_1919) to our Consolidated Financial Statements for fiscal year 2025.

- We selected a sample of vendor programs and tested the terms of the agreement and amount earned under the agreement by sending confirmations and, as necessary, following up on non-replies and performing alternative procedures.

- We selected a sample from an independent population and tested the completeness of vendor funds by sending confirmations and, as necessary, following up on non-replies.

Acquisitions – Foundation Building Materials (FBM) – Valuation of Customer Relationships - Refer to Note 2 to the financial statements

*Critical Audit Matter Description*

The assets acquired and liabilities assumed in the Foundation Building Materials (“FBM”) transaction are recorded at their respective fair values at the date of the acquisition, based on management’s estimates and assumptions.

Of the total assets acquired and liabilities assumed, the Company acquired intangible assets totaling $5,041 million, inclusive of customer relationships of $3,920 million.

We identified the fair valuation of the customer relationships intangible asset related to the FBM acquisition as a critical audit matter because the valuation relies on significant estimates and assumptions made by management.

Auditing these estimates and assumptions require a high degree of auditor judgment and increased audit effort, including involvement of fair value specialists, to evaluate the appropriateness of the valuation methodologies and the reasonableness of key inputs, including, but not limited to, average revenue growth rate from existing customer relationships, Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) margin, and discount rate.

*How the Critical Audit Matter was Addressed in the Audit*

Our audit procedures related to the valuation of customer relationships intangible assets as part of the FBM acquisition included the following, among others:

- We tested the design and operating effectiveness of controls over management’s purchase price allocation procedures, including controls over the key assumptions used to value customer relationships under the multi-period excess earnings method – a form of the income approach—specifically average revenue growth rate, EBITDA margin, and discount rate— and controls over management’s review of the work performed by its third party valuation specialists.

- With the assistance of our fair value specialists, we evaluated the appropriateness of the valuation methodologies used by management to fair value customer relationships.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by developing a range of independent estimates and comparing those to the discount rate selected by management.

- We evaluated the reasonableness of management’s forecasts for the average revenue growth rate and EBITDA margin by comparing them to:

◦historical results; and

◦third party economic research, industry performance, and peer company performance.

March 23, 2026

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Foundation Building Materials (FBM), which was acquired on October 9, 2025, and whose financial statements constitute approximately 4.5% of the Company's consolidated total assets (excluding goodwill and intangibles - net) and approximately 1.5% of the consolidated net sales as of and for the year ended January 30, 2026.

Accordingly, our audit did not include the internal control over financial reporting at FBM.

March 23, 2026

| Net earnings | | | $ | 6,654 | | | | | 7.71 | | % | | | | $ | 6,957 | | | | | 8.31 | | % | | | | $ | 7,726 | | | | | 8.95 | | % |

| | | | | | | January 30, 2026 | | | | | | January 31, 2025 | | |

| Receivables - net | | | | | | 1,090 | | | | | | 94 | | |

| Other current assets | | | | | | 1,213 | | | | | | 722 | | |

| Goodwill | | | | | | 3,945 | | | | | | 311 | | |

| Intangible assets - net | | | | | | 5,908 | | | | | | 277 | | |

| Other assets | | | | | | 352 | | | | | | 248 | | |

| Deferred income taxes - net | | | | | | 1,039 | | | | | | — | | |

| Capital in excess of par value | | | | | | 370 | | | | | | — | | |

| Balance January 30, 2026 | | | 561 | | | | | | $ | 281 | | | | | $ | 370 | | | | | $ | (10,839) | | | | | $ | 271 | | | | | $ | (9,917) | |

| Acquisition of businesses - net | | | (10,088) | | | | | | — | | | | | | — | | |

In addition, Lowe’s operates over 540 branch locations in the United States and Canada, which include our current year acquisitions of Foundation Building Materials (FBM) and Artisan Design Group (ADG).

| [Note 6: Divestiture of the Canadian Retail Business](#i1ca1ea02dc6c48468c97967128720c94_142) | | | [53](#i1ca1ea02dc6c48468c97967128720c94_142) | | |

| [Note 17: S](#i1ca1ea02dc6c48468c97967128720c94_1897)[egment Information](#i1ca1ea02dc6c48468c97967128720c94_1897) | | | [65](#i1ca1ea02dc6c48468c97967128720c94_1897) | | |

We identified the completeness and accuracy of vendor funds as a critical audit matter given the significance of vendor funds to the financial statements and volume of the individual vendor agreements.

- We selected a sample of vendor funds and recalculated the amount earned using the terms of the vendor agreement, including the amount recorded as a reduction to the cost of inventory when earned, and the amount recorded as a reduction to cost of sales as the related inventory is sold.

- We selected a sample of vendor funds and sent confirmations to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor.

March 24, 2025

| | | | | | | | | | | | | | | |

| Balance January 28, 2022 | | | 670 | | | | | | $ | 335 | | | | | $ | — | | | | | $ | (5,115) | | | | | $ | (36) | | | | | $ | (4,816) | |

| Effect of exchange rate changes on cash | | | — | | | | | | — | | | | | | (16) | | |

On February 3, 2023, Lowe’s completed the sale of its Canadian retail business, which operated 232 stores in Canada, as well as serviced 210 dealer-owned stores.

The Canadian retail business included a number of complementary formats under the banners of RONA, Lowe’s Canada, Réno-Dépôt, and Dick’s Lumber.

See [Note 6](#i1ca1ea02dc6c48468c97967128720c94_142) for information on this divestiture.

Foreign Currency - The functional currencies of the Company’s international subsidiaries are generally the local currencies of the countries in which the subsidiaries are located.

The Company held forward interest rate swap agreements to hedge its exposure to changes in benchmark interest rates on forecasted debt issuances as of February 3, 2023.

The cash flows related to forward interest rate swap agreements are included within operating activities in the consolidated statements of cash flows.

The Company accounts for these contracts as cash flow hedges, thus the effective portion of gains and losses resulting from changes in fair value are recognized in other comprehensive (loss)/income, net of tax effects, in the consolidated statements of comprehensive income and is amortized to interest expense over the term of the respective debt.

Prior to September 2023, the Company also had an agreement with Synchrony under which Synchrony purchased at face value commercial business accounts receivable originated by the Company and serviced those accounts.

The Company primarily accounted for these transfers as sales of the accounts receivable.

When the Company transferred its commercial business accounts receivable, it retained certain interests in those receivables, including the funding of a loss reserve and its obligation related to Synchrony’s ongoing servicing of the receivables sold.

Any gain or loss on the sale was determined based on the previous carrying amounts of the transferred assets allocated at fair value between the receivables sold and the interests

retained.

Fair value was based on the present value of expected future cash flows, taking into account the key assumptions of anticipated credit losses, payment rates, late fee rates, Synchrony’s servicing costs, and the discount rate commensurate with the uncertainty involved.

Due to the short-term nature of the receivables sold, changes to the key assumptions would not materially impact the recorded gain or loss on the sales of receivables or the fair value of the retained interests in the receivables.

In 2023, Synchrony exercised an option under the agreement to directly extend credit to the commercial accounts receivable customers, for which the related transition period was completed in August 2023.

In 2023, prior to the option’s effective date, $3.1 billion of accounts receivable were sold to Synchrony and the Company recognized a loss of $63 million related to the servicing costs remitted to Synchrony monthly.

In 2022, total commercial business accounts receivable sold to Synchrony were $5.2 billion and the Company recognized a loss of $76 million.

lease term.

exposure from these claims.

*Income Tax Relief*

On October 1, 2024, the Internal Revenue Service announced that businesses in North Carolina, affected by Hurricane Helene would receive tax relief by postponing certain tax-payment deadlines.

Under this relief, certain federal estimated income tax payments can be deferred until May 1, 2025.

As of January 31, 2025, the Company deferred $478 million of federal income taxes payable, which is included in other current liabilities in the consolidated balance sheet.

Accounting Pronouncements Recently Adopted - Effective November 2, 2024, the Company adopted Accounting Standards Update (ASU) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.* The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Under the ASU, all disclosure requirements in this update and ASC 280, *Segment Reporting*, are required for public entities with a single reportable segment.

Accounting Pronouncements Not Yet Adopted \-

The Company is currently evaluating the impact of adopting this ASU on its disclosures.

| Home Décor1 | | | | | | $ | 30,862 | | | | | 36.9 | | % | | | | $ | 32,136 | | | | | 37.2 | | % | | | | $ | 36,212 | | | | | 37.3 | | % |

| Building Products2 | | | | | | 26,380 | | | | | | 31.5 | | | | | | 26,949 | | | | | | 31.2 | | | | | | 31,321 | | | | | | 32.3 | | |

| Hardlines3 | | | | | | 24,256 | | | | | | 29.0 | | | | | | 24,954 | | | | | | 28.9 | | | | | | 26,925 | | | | | | 27.7 | | |

| Other | | | | | | 2,176 | | | | | | 2.6 | | | | | | 2,338 | | | | | | 2.7 | | | | | | 2,601 | | | | | | 2.7 | | |

Management’s report on internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are included in [Item [removed: 8](#i1ca1ea02dc6c48468c97967128720c94_88)] [added: 8](#i8038eb112aca4f8db1666ed8cfb1c9cd_88)] of this Annual Report.

The Company is undergoing a multi-year technology transformation which includes updating and modernizing our [removed: merchandise selling system,] [added: distribution and replenishment systems,] as well as certain accounting and finance systems.

No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended January [removed: 31, 2025,] [added: 30, 2026,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting excluded FBM, a wholly owned subsidiary of Lowe's Companies Inc. that consists of the net assets purchased in October 2025.

FBM’s aggregate assets, excluding goodwill and intangible assets - net, and net sales represented 4.5% and 1.5% of the Company’s consolidated total assets and consolidated net sales, respectively, as of and for the year ended January 30, 2026.

This acquisition is more fully discussed in [Note 2](#i8038eb112aca4f8db1666ed8cfb1c9cd_1919) to our Consolidated Financial Statements for fiscal year 2025.

During the three months ended January 30, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as that term is defined in Regulation S-K, Item 408).

On March 20, 2025, Marvin R.

Ellison, the Company’s Chairman, President and Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934, to sell up to 58,000 shares of the Company’s common stock over a period ending on May 29, 2026, subject to certain conditions, including an initial cooling off period before any sales can commence.

After the contemplated sales, which Mr. Ellison has stated are for estate planning purposes, Mr. Ellison will continue to have a significant stake in the Company, with the shares subject to the trading plan representing less than 8% of the Company shares beneficially owned by Mr. Ellison, as determined under SEC rules, as well as holding additional performance share units, stock options, and restricted stock awards that remain subject to vesting over the course of his continued employment pursuant to the terms of the awards.

| [removed: 67] | | | [removed: ] [added: ] | | | [added: 70] | | |

The other information required by this item is furnished by incorporation by reference to the information under the headings “Proposal 1: Election of Directors”, “Corporate Governance”, “Additional Information - Shareholder Proposals for the [removed: 2026] [added: 2027] Annual Meeting”, and “Compensation Discussion and Analysis - Other Compensation Policies - Trading in Company Securities” in the definitive Proxy Statement for the [removed: 2025] [added: 2026] annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended January [removed: 31, 2025] [added: 30, 2026] (the Proxy Statement).

The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Director Independence”, [added: and] “Related Person [removed: Transactions”, and “Appendix B: Categorical Standards for Determination of Director Independence”] [added: Transactions”] in the Proxy Statement.

| [added: 71] | | | [removed: ] [added: ] | | | [removed: 68] | | |

See the following items and page numbers appearing in [Item [removed: 8](#i1ca1ea02dc6c48468c97967128720c94_88)] [added: 8](#i8038eb112aca4f8db1666ed8cfb1c9cd_88)] of this Annual Report:

| | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i1ca1ea02dc6c48468c97967128720c94_94)] [added: Firm](#i8038eb112aca4f8db1666ed8cfb1c9cd_94)] | | | [removed: [35](#i1ca1ea02dc6c48468c97967128720c94_94)] [added: [35](#i8038eb112aca4f8db1666ed8cfb1c9cd_94)] | | |

| | | | [Consolidated Statements of Earnings for each of the three fiscal years in the period [removed: ended](#i1ca1ea02dc6c48468c97967128720c94_100)] [added: ended](#i8038eb112aca4f8db1666ed8cfb1c9cd_100)] [January [removed: 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: 30, 2026](#i8038eb112aca4f8db1666ed8cfb1c9cd_100)] | | | [removed: [38](#i1ca1ea02dc6c48468c97967128720c94_100)] [added: [38](#i8038eb112aca4f8db1666ed8cfb1c9cd_100)] | | |

| | | | [Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period [removed: ended](#i1ca1ea02dc6c48468c97967128720c94_103)] [added: ended](#i8038eb112aca4f8db1666ed8cfb1c9cd_103)] [January [removed: 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: 30, 2026](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)] | | | [removed: [38](#i1ca1ea02dc6c48468c97967128720c94_103)] [added: [38](#i8038eb112aca4f8db1666ed8cfb1c9cd_103)] | | |

| | | | [Consolidated Balance Sheets as [removed: of](#i1ca1ea02dc6c48468c97967128720c94_106) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106) [and February](#i1ca1ea02dc6c48468c97967128720c94_106) [2](#i1ca1ea02dc6c48468c97967128720c94_106)[, 202](#i1ca1ea02dc6c48468c97967128720c94_106)[4](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: of January 3](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)[0](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)[, 202](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)[6](#i8038eb112aca4f8db1666ed8cfb1c9cd_106) [and](#i8038eb112aca4f8db1666ed8cfb1c9cd_106) [January](#i8038eb112aca4f8db1666ed8cfb1c9cd_106) [](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)[31](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)[, 202](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)[5](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)] | | | [removed: [39](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: [39](#i8038eb112aca4f8db1666ed8cfb1c9cd_106)] | | |

| | | | [Consolidated Statements of [removed: Shareholders’](#i1ca1ea02dc6c48468c97967128720c94_112) [Deficit](#i1ca1ea02dc6c48468c97967128720c94_112) [for] [added: Shareholders’ Deficit for] each of the three fiscal years in the period [removed: ended](#i1ca1ea02dc6c48468c97967128720c94_112) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: ended January 30, 2026](#i8038eb112aca4f8db1666ed8cfb1c9cd_112)] | | | [removed: [40](#i1ca1ea02dc6c48468c97967128720c94_112)] [added: [40](#i8038eb112aca4f8db1666ed8cfb1c9cd_112)] | | |

| | | | [Consolidated Statements of Cash Flows for each of the three fiscal years in the period [removed: ended](#i1ca1ea02dc6c48468c97967128720c94_115) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: ended January 30, 2026](#i8038eb112aca4f8db1666ed8cfb1c9cd_115)] | | | [removed: [41](#i1ca1ea02dc6c48468c97967128720c94_115)] [added: [41](#i8038eb112aca4f8db1666ed8cfb1c9cd_115)] | | |

| | | | [Notes to Consolidated Financial Statements for each of the three fiscal years in the period [removed: ended](#i1ca1ea02dc6c48468c97967128720c94_118) [January 31, 2025](#i1ca1ea02dc6c48468c97967128720c94_106)] [added: ended January 30, 2026](#i8038eb112aca4f8db1666ed8cfb1c9cd_118)] | | | [removed: [42](#i1ca1ea02dc6c48468c97967128720c94_118)] [added: [42](#i8038eb112aca4f8db1666ed8cfb1c9cd_118)] | | |

All schedules have [removed: not] been [removed: included] [added: omitted] as they are either not applicable or the information is included within our consolidated financial statements and notes to the consolidated financial statements.

| [removed: 69] | | | [removed: ] [added: ] | | | [added: 72] | | |

| [added: Exhibit Number] | | | [added: | | |] Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | | [removed: | | |]

| [added: 73] | | | [removed: ] [added: ] | | | [removed: 70] | | |

| [removed: 71] | | | [removed: ] [added: ] | | | [added: 74] | | |

| [added: 75] | | | [removed: ] [added: ] | | | [removed: 72] | | |

| [removed: 73] | | | [removed: ] [added: ] | | | [added: 76] | | |

| [removed: 4.24] [added: 4.25] | | | | | | [Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank. National Association, as co-syndication agents and letter of credit issuers, and Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/0000060667/000119312521357421/d260319dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | December 15, 2021 | | |

| [removed: 4.25] [added: 4.26] | | | | | | [Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of January 17, 2023, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, and the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312523013158/d455290dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | January 23, 2023 | | |

| [removed: 4.26] [added: 4.27] | | | | | | [Amended and Restated Credit Agreement, dated as of September 1, 2023, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents and letter of credit issuers, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as co-documentation agents, and the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312523230647/d503024dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | September 7, 2023 | | |

| [removed: 4.27] [added: 4.28] | | | | | | [Description of Securities.](https://www.sec.gov/Archives/edgar/data/60667/000006066724000033/exhibit427_02022024.htm) | | | | | | 10-K | | | | | | 001-07898 | | | | | | 4.27 | | | | | | March 25, 2024 | | |

| [added: 77] | | | [removed: ] [added: ] | | | [removed: 74] | | |

| 10.3 | | | | | | [Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, 2025.*‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit103_01312025.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 10.3] | | | | | | [added: March 24, 2025] | | |

| 10.4 | | | | | | [Lowe’s Companies, Inc. Cash Deferral Plan, as amended and restated as of January 1, 2025.*‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit104_01312025.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 10.4] | | | | | | [added: March 24, 2025] | | |

| [removed: 75] | | | [removed: ] [added: ] | | | [added: 78] | | |

| 10.19 | | | | | | [Form of Lowe’s Companies, Inc. Change in Control Agreement for Tier I Senior Officers.*](https://www.sec.gov/Archives/edgar/data/60667/000006066718000157/exhibit107_08032018.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 10.7 | | | | | | [removed: September 4, 2018] [added: August 1, 2025] | | |

| 19.1 | | | | | | [Lowe’s Companies, Inc. Insider Trading Policy and Trading Window and Pre-Clearance Policy.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit191_01312025.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 19.1] | | | | | | [added: March 24, 2025] | | |

| 21.1 | | | | | | [List of [removed: Subsidiaries.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit211_01312025.htm)] [added: Subsidiaries.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066726000029/exhibit211_01302026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of Deloitte & Touche [removed: LLP.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit231_01312025.htm)] [added: LLP.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066726000029/exhibit231_01302026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [added: 79] | | | [removed: ] [added: ] | | | [removed: 76] | | |

| 24.1 | | | | | | [Power of Attorney (included on the Signatures page of this Annual Report on Form [removed: 10-K).‡](#i1ca1ea02dc6c48468c97967128720c94_253)] [added: 10-K).‡](#i8038eb112aca4f8db1666ed8cfb1c9cd_253)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit311_01312025.htm)] [added: 2002.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066726000029/exhibit311_01302026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit312_01312025.htm)] [added: 2002.‡](https://www.sec.gov/Archives/edgar/data/60667/000006066726000029/exhibit312_01302026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit321_01312025.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/60667/000006066726000029/exhibit321_01302026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.2 | | | | | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit322_01312025.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/60667/000006066726000029/exhibit322_01302026.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 99.1 | | | | | | [Lowe’s 401(k) Plan, as amended and [removed: restated,](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit991_05052023.htm) [executed] [added: restated, executed] on July [removed: 15](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit991_05052023.htm)[, 2024](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit991_05052023.htm) [(filed] [added: 15, 2024 (filed] to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).](https://www.sec.gov/Archives/edgar/data/60667/000006066723000114/exhibit991_05052023.htm) | | | | | | 10-Q | | | | | | 001-07898 | | | | | | 99.1 | | | | | | August 29, 2024 | | |

| 99.2 | | | | | | [Amendment Number 2024-1 (Plan Loans) to the Lowe’s 401(k) Plan, effective as of January 1, 2025 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit992_01312025.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 99.2] | | | | | | [added: March 24, 2025] | | |

| 99.3 | | | | | | [Amendment Number 2024-2 (RMDs) to the Lowe’s 401(k) Plan, effective January 1, 2025 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡](https://www.sec.gov/Archives/edgar/data/60667/000006066725000049/exhibit993_01312025.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07898] | | | | | | [added: 99.3] | | | | | | [added: March 24, 2025] | | |

| [removed: 77] | | | [removed: ] [added: ] | | | [added: 80] | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| 4.24 | | | | | | [Twenty-Third Supplemental Indenture, dated as of September 30, 2025, between Lowe’s Companies, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association as successor trustee), including as exhibits thereto a form of 3.950% Notes due October 15, 2027, and form of 4.000% Notes due October 15, 2028, a form of 4.250% Notes due March 15, 2031, a form of 4.500% Notes due October 15, 2032 and a form of 4.850% Notes due October 15, 2035.](https://www.sec.gov/Archives/edgar/data/60667/000119312525224995/d24319dex42.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 4.2 | | | | | | September 30, 2025 | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| 10.32 | | | | | | [Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative processing agent, co-administrative agent, swing line lender and letter of credit issuer, Wells Fargo Bank, National Association, as co-administrative agent and letter of credit issuer, U.S. Bank National Association, as syndication agent and L/C issuer, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, and the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312525208264/d56079dex101.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.1 | | | | | | September 19, 2025 | | |

| 10.33 | | | | | | [Term Loan Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, Goldman Sachs Bank USA, as syndication agent, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312525208264/d56079dex102.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.2 | | | | | | September 19, 2025 | | |

| 10.34 | | | | | | [364-Day Revolving Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative processing agent and co-administrative agent, Wells Fargo Bank, National Association, as co-administrative agent, U.S. Bank National Association, as syndication agent, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, and the lenders party thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312525208264/d56079dex103.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.3 | | | | | | September 19, 2025 | | |

| 10.35 | | | | | | [Amendment No. 1 to Amended and Restated Credit Agreement, dated as of September 16, 2025, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/60667/000119312525208264/d56079dex104.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 10.4 | | | | | | September 19, 2025 | | |

| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File No. | | | | | | Exhibit | | | | | | Filing Date | | |

| 10.36 | | | | | | [Stock Purchase Agreement, dated as of August 19, 2025, by and among Lowe’s Companies, Inc., ASP Flag Parent Holdings, Inc. and ASP Flag Holdings LP.](https://www.sec.gov/Archives/edgar/data/60667/000006066725000162/exhibit2108202025.htm) | | | | | | 8-K | | | | | | 001-07898 | | | | | | 2.1 | | | | | | August 20, 2025 | | |

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| | | | [removed: ] [added: ] | | | [removed: 78] [added: 82] | | |

| March [removed: 24, 2025] [added: 23, 2026] | | | | | | By: /s/ Marvin R. Ellison | | |

| March [removed: 24, 2025] [added: 23, 2026] | | | | | | By: /s/ Brandon J. Sink | | |

| March [removed: 24, 2025] [added: 23, 2026] | | | | | | By: /s/ Dan C. Griggs, Jr. | | |

| [removed: 79] [added: 83] | | | [removed: ] [added: ] | | | | | |

| /s/ Marvin R. Ellison | | | Chairman, President and Chief Executive Officer | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Raul Alvarez | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Scott H. Baxter | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Sandra B. Cochran | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Laurie Z. Douglas | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Richard W. Dreiling | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Navdeep Gupta | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Brian C. Rogers | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Lawrence Simkins | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Bertram L. Scott | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Colleen Taylor | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| /s/ Mary Beth West | | | Director | | | March [removed: 24, 2025] [added: 23, 2026] | | |

| | | | [removed: ] [added: ] | | | [removed: 80] [added: 84] | | |

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| /s/ David H. Batchelder | | | Director | | | March 24, 2025 | | |

| David H. Batchelder | | | | | | Date | | |