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LOWES COMPANIES INC

For the period ended Jan 30, 2026. Filed Mar 23, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Mar 23, 2026

LOW$224.55-1.2%Stored close · as of Nov 6, 2026
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Contents

Note

NOTE 1: Summary of Significant Accounting Policies

Lowe’s Companies, Inc. and subsidiaries (the Company) is the world’s second-largest home improvement retailer and operated 1,759 stores and outlets in the United States as of January 30, 2026. 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). See Note 2 for information on these acquisitions.

Below are those accounting policies considered by the Company to be significant.

Fiscal Year - The Company’s fiscal year ends on the Friday nearest the end of January. Each of the fiscal years presented contained 52 weeks. All references herein for the years 2025, 2024, and 2023 represent the fiscal years ended January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned or controlled subsidiaries. The Company consolidates the financial results of FBM and ADG on a one-month lag due to differences in reporting calendars. All intercompany accounts and transactions have been eliminated.

Foreign Currency - Gains and losses from foreign currency transactions are included in SG&A expense. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ deficit in accumulated other comprehensive income.

Use of Estimates - The preparation of the Company’s financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosures of contingent assets and liabilities. The Company bases these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

Business Combinations -The assets and liabilities of acquired businesses are recorded at their fair values at the date of acquisition. The excess of the purchase price over the fair values of the identifiable assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which is up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, demand deposits, and short-term investments with original maturities of three months or less when purchased. Cash and cash equivalents are carried at amortized cost on the consolidated balance sheets. The majority of payments due from financial institutions for the settlement of credit card and debit card transactions process within two business days and are, therefore, classified as cash and cash equivalents.

Investments - Investments generally consist of certificates of deposit, commercial paper, corporate debt securities, governmental securities, and money market funds, which are classified as available-for-sale. Available-for-sale debt securities are recorded at fair value, and unrealized gains and losses are recorded, net of tax, as a component of accumulated other comprehensive income. The proceeds from sales and gross realized gains and losses on available-for-sale debt securities were not significant for any of the periods presented.

Also included in long-term investments is performance-based contingent consideration associated with the sale of the Canadian retail business. The Company accounts for the contingent consideration under the fair value option under Accounting Standards Codification (ASC) 825, Financial Instruments, which requires the contingent consideration to be recorded at fair value upon recognition and as of each balance sheet date thereafter. Changes in the estimated fair value of the contingent consideration are recognized within selling, general, and administrative (SG&A) expense in the consolidated statements of earnings.

Investments with a stated maturity date of one year or less from the balance sheet date or that are expected to be used in current operations are classified as short-term investments. All other investments are classified as long-term. Available-for-sale debt securities classified as long-term as of January 30, 2026, will mature inone tothree years, based on stated maturity dates.

The Company classifies as investments restricted balances pledged as collateral for the Company’s extended protection plan program. Restricted balances included in short-term investments were $370 million as of January 30, 2026, and $372 million as of January 31, 2025. Restricted balances included in long-term investments were $319 million as of January 30, 2026, and $277 million as of January 31, 2025.

Receivables - net - The Company’s receivables relate to credit extended directly to certain customers in the ordinary course of business and are stated net of the allowance for credit losses, which are recorded based on historical collection trends as well as management's expectation of future collections. The allowance for credit losses related to these receivables was not material to our consolidated financial statements at the end of fiscal 2025 or fiscal 2024.

Merchandise Inventory - The Company’s inventory is stated at the lower of cost and net realizable value (LCNRV) using primarily the first-in, first-out method of inventory accounting. The cost of inventory includes certain costs associated with the preparation of inventory for resale, including distribution center costs, and is net of vendor funds.

The Company records an inventory reserve for the estimated adjustment to mark down merchandise inventory to the lower of cost or net realizable value. This reserve is based on management’s current knowledge with respect to inventory levels, sales trends, and historical experience. Management does not believe the Company’s merchandise inventories are subject to significant risk of markdown in the near term in excess of established reserves, and management has the ability to adjust purchasing patterns based on anticipated sales trends and general economic conditions. However, changes in consumer purchasing patterns could result in the need for additional reserves. The Company’s LCNRV inventory reserve was $229 million as of January 30, 2026, and $222 million as of January 31, 2025.

The Company also records an inventory reserve for the estimated shrinkage between physical inventories. This reserve is based primarily on actual shrink results from previous physical inventories. Changes in the estimated shrink reserve are made based on the timing and results of physical inventories. The Company’s reserve for inventory shrinkage was $436 million as of January 30, 2026, and $427 million as of January 31, 2025.

The Company receives funds from vendors in the normal course of business, principally as a result of purchase volumes, early payments, or sales-based promotions of vendors’ products. Generally, these vendor funds do not represent the reimbursement of specific, incremental, and identifiable costs incurred by the Company to sell the vendor’s product. Therefore, the Company treats these funds as a reduction in the cost of inventory and are recognized as a reduction of cost of sales when the inventory is sold. Funds that are determined to be reimbursements of specific, incremental, and identifiable costs incurred to sell vendors’ products are recorded as an offset to the related expense. The Company develops accrual rates for vendor funds based on the provisions of the agreements in place. Due to the diversity of the individual vendor agreements, the Company performs analyses and reviews historical trends throughout the year and confirms actual amounts with select vendors to ensure the amounts earned are appropriately recorded. Amounts accrued throughout the year could be impacted if actual purchase volumes differ from projected annual purchase volumes, especially in the case of programs that provide for increased funding when graduated purchase volumes are met.

Derivative Financial Instruments - The Company is exposed to the impact of changes in benchmark interest rates and the prices of commodities used in the normal course of business. The Company occasionally utilizes derivative financial instruments to manage certain business risks. All derivative financial instruments are recognized at their fair values as either assets or liabilities at the balance sheet date and reported on a gross basis.

The Company held fixed-to-floating interest rate swap agreements as fair value hedges on certain debt as of January 30, 2026, and January 31, 2025. The Company evaluates the effectiveness of the fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective. Thus, the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

Credit Programs and Sale of Business Accounts Receivable - The Company has branded and private label proprietary credit cards which generate sales that are not reflected in receivables. Under an agreement with Synchrony Bank (Synchrony), credit is extended directly to customers by Synchrony. All credit program-related services are performed and controlled directly by Synchrony. The Company has the option, but no obligation, to purchase the receivables at the end of the agreement.

Property and Depreciation - Property is recorded at cost. Costs associated with major additions are capitalized and depreciated. Capital assets are expected to yield future benefits and have original useful lives which exceed one year. The total cost of a capital asset generally includes all applicable sales taxes, delivery costs, installation costs, and other appropriate costs incurred by the Company, including interest in the case of self-constructed assets. Upon disposal, the cost of properties and related accumulated depreciation is removed from the accounts, with gains and losses reflected in SG&A expense in the consolidated statements of earnings.

Property consists of land, buildings and building improvements, equipment, and construction in progress. Buildings and building improvements includes owned buildings, as well as buildings under finance lease and leasehold improvements. Equipment primarily includes store racking and displays, computer hardware and software, forklifts, vehicles, finance lease equipment, and other store equipment. In addition, excess properties held for use are included within land and buildings.

Depreciation is recognized over the estimated useful lives of the depreciable assets. Assets are depreciated using the straight-line method. Leasehold improvements and finance lease assets are depreciated and amortized, respectively, over the shorter of their estimated useful lives or the term of the related lease. The amortization of these assets is included in depreciation and amortization expense in the consolidated statements of earnings.

Long-Lived Asset Impairment - The carrying amounts of long-lived assets are reviewed whenever certain events or changes in circumstances indicate that the carrying amounts may not be recoverable. A potential impairment has occurred for long-lived assets held-for-use if projected future undiscounted cash flows expected to result from the use and eventual disposition of the assets are less than the carrying amounts of the assets. For operating locations identified for sale or closure, a market approach is used to determine the fair value of the asset group. The carrying value of an operating location’s asset group includes inventory, property, operating and finance lease right-of-use assets, and operating liabilities, including accounts payables, accrued compensation, and operating lease liabilities. Financial and non-operating liabilities are excluded from the carrying value of the asset group. An impairment loss is recorded for long-lived assets held-for-use when the carrying amount of the asset is not recoverable and exceeds its fair value. Impairment losses are included in SG&A expense in the consolidated statements of earnings.

Excess properties that are expected to be sold within the next twelve months and meet the other relevant held-for-sale criteria are classified as long-lived assets held-for-sale. Excess properties consist primarily of retail outparcels and property associated with relocated or closed locations. An impairment loss is recorded for long-lived assets held-for-sale when the carrying amount of the asset exceeds its fair value less cost to sell. A long-lived asset is not depreciated while it is classified as held-for-sale.

For long-lived assets to be abandoned, the Company considers the asset to be disposed of when it ceases to be used. Until it ceases to be used, the Company continues to classify the asset as held-for-use and tests for potential impairment accordingly. If the Company commits to a plan to abandon a long-lived asset before the end of its previously estimated useful life, its depreciable life is evaluated.

Goodwill - Goodwill is the excess of the purchase price over the fair value of identifiable assets acquired, less liabilities assumed, in a business combination. The Company reviews goodwill for impairment at the reporting unit level, which is the operating segment level or one level below the operating segment level. Goodwill is not amortized but is evaluated for impairment at least annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The evaluation begins with a qualitative assessment to determine whether a quantitative impairment test is necessary. If, after assessing qualitative factors, we determine it is more likely than not that the fair value of the reporting unit is less than the carrying amount, then the quantitative goodwill impairment test is performed.

The quantitative goodwill impairment test used to identify potential impairment compares the fair value of a reporting unit with its carrying amount, including goodwill. Fair value represents the price a market participant would be willing to pay in a potential sale of the reporting unit and is based on a combination of an income approach, using discounted future cash flows, and a market approach, using market multiples applied to free cash flow. If the fair value exceeds carrying value, then no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Any impairment identified is included within SG&A expense in the consolidated statements of earnings. The income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit, if applicable, is considered in determining the goodwill impairment loss.

A reporting unit is an operating segment or a business unit one level below that operating segment, for which discrete financial information is prepared and regularly reviewed by segment management. In fiscal 2025, we completed our annual qualitative assessment of the recoverability of goodwill for our reporting units and concluded that the fair value of the reporting units exceeded their carrying value.

Intangible Assets - net -Intangible assets with indefinite lives are evaluated for impairment on the first day of the fourth quarter or whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable. The cost of definite-lived intangible assets is amortized over their estimated useful lives, which range up to 20 years.

Leases - The Company leases certain retail stores, warehouses, distribution centers, office space, land, and equipment under finance and operating leases. Lease commencement occurs on the date the Company takes possession or control of the property or equipment. Original terms for facility-related leases are generally between five and 20 years. These leases generally contain provisions forfour tosix renewal options offive years each. Original terms for equipment-related leases, primarily material handling equipment and vehicles, are generally betweenone andseven years. Some of the Company’s leases also include rental escalation clauses and/or termination provisions. Renewal options and termination options are included in the determination of lease payments when management determines the options are reasonably certain of exercise, considering financial performance, strategic importance and/or invested capital. Leases with an original term of twelve months or less are not recognized on the Company’s balance sheet, and the lease expense related to those short-term leases is recognized over the lease term. The Company does not account for lease and non-lease (e.g., common area maintenance) components of contracts separately for any underlying asset class.

If readily determinable, the rate implicit in the lease is used to discount lease payments to present value; however, substantially all of the Company’s leases do not provide a readily determinable implicit rate. When the implicit rate is not determinable, the Company’s estimated incremental borrowing rate is utilized, determined on a collateralized basis, to discount lease payments based on information available at lease commencement.

The Company’s real estate leases typically require payment of common area maintenance and real estate taxes which represent the majority of variable lease costs. Certain lease agreements also provide for variable rental payments based on sales performance in excess of specified minimums, usage measures, or changes in the consumer price index. Variable rent payments based on future performance, usage, or changes in indices were not significant for any of the periods presented. Variable lease costs are excluded from the present value of lease obligations.

The Company’s lease agreements do not contain any material restrictions, covenants, or any material residual value guarantees. The Company subleases certain properties that are not used in its operations. Sublease income was not significant for any of the periods presented.

Accounts Payable - The Company has an agreement with a third party to provide a supplier finance program which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s goal in entering into these arrangements is to capture overall savings in the form of pricing, payment terms, or vendor funding, created by facilitating suppliers’ ability to finance payment obligations at more favorable discount rates, while providing them with greater working capital flexibility.

The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. However, the Company’s right to offset balances due from suppliers against payment obligations is restricted by these arrangements for those payment obligations that have been financed by suppliers. The rollforward of the Company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the consolidated balance sheets, are as follows:

Years Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Financed payment obligations outstanding at the beginning of the year$1,511$1,356$2,257
Payment obligations financed during the year9,3419,9269,573
Financed payment obligations paid during the year(9,412)(9,771)(10,474)
Financed payment obligations outstanding at the end of the year$1,440$1,511$1,356

Other Current Liabilities - Other current liabilities on the consolidated balance sheets consist of:

(In millions)January 30, 2026January 31, 2025
Accrued dividends$673$645
Accrued interest485449
Self-insurance liabilities426432
Sales tax liabilities245195
Sales return reserve178167
Accrued property taxes153138
Income taxes payable23491
Other1,6121,435
Total$3,795$3,952

Self-Insurance - The Company is self-insured for certain losses relating to workers’ compensation, automobile, property, and general and product liability claims. The Company has excess insurance coverage above certain retention amounts to limit exposure from these claims. The Company is also self-insured for certain losses relating to extended protection plans, as well as medical and dental claims. Self-insurance claims filed and claims incurred but not reported are accrued based upon management’s estimates of the discounted ultimate cost for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. Total self-insurance liabilities, including the current and non-current portions, were $971 million as of January 30, 2026, and $966 million as of January 31, 2025.

The Company provides surety bonds issued by insurance companies to secure payment of workers’ compensation liabilities as required in certain states where the Company is self-insured. Outstanding surety bonds relating to self-insurance were $269 million as of January 30, 2026, and $272 million as of January 31, 2025.

Income Taxes - The Company establishes deferred income tax assets and liabilities for temporary differences between the tax and financial accounting bases of assets and liabilities. The tax effects of such differences are reflected in the consolidated balance sheets at the enacted tax rates expected to be in effect when the differences reverse. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets if it is more likely than not that all or a portion of the asset will not be realized. The tax balances and income tax expense recognized by the Company are based on management’s interpretation of the tax statutes of multiple jurisdictions.

The Company establishes a liability for tax positions for which there is uncertainty as to whether or not the position will be ultimately sustained. The Company includes interest related to tax issues as part of net interest on the consolidated statements of earnings. The Company records any applicable penalties related to tax issues within the income tax provision.

Transferable Tax Credits

In August 2022, the Inflation Reduction Act was enacted which included provisions that allow for the transfer of certain federal clean energy tax credits (Federal Transferable Tax Credits). The Company paid $1.0 billion, $909 million and $143 million for the purchase of Federal Transferable Tax Credits in 2025, 2024 and 2023, respectively. All amounts paid have been included in payments for income taxes, and differences between tax credits purchased and amounts paid are included as a component of the income tax provision.

Shareholders’ Deficit -The Company has a share repurchase program that is executed through purchases made from time to time either in the open market or through private market transactions. Shares purchased under the repurchase program are returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit.

In August 2022, the Inflation Reduction Act enacted a 1% excise tax on net share repurchases after December 31, 2022. Any excise tax incurred on share repurchases is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ deficit.

Revenue Recognition -The Company recognizes revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. A description of the Company’s principal revenue generating activities is as follows:

Products -Revenue from products primarily relates to in-store and online merchandise purchases, which are recognized at the point in time when the customer obtains control of the merchandise. This occurs at the time of in-store purchase or delivery of the product to the customer. A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded. The merchandise return reserve is presented on a gross basis, with a separate asset and liability included in the consolidated balance sheets.

Services - Revenues from services primarily relate to professional installation services the Company provides through subcontractors related to merchandise purchased by a customer. In certain instances, installation services include materials provided by the subcontractor, and both product and installation are included in service revenue. The Company recognizes revenue associated with services as they are rendered, and the majority of services are completed within one week from initiation.

Retail deferred revenue consists of amounts received for which customers have not yet taken possession of the merchandise or for which installation has not yet been completed. Deferred revenue is recognized in sales either at a point in time when the customer obtains control of merchandise through pickup or delivery, or over time as services are provided to the customer. The majority of revenue for goods and services is recognized in the quarter following revenue deferral. In addition, the Company defers revenues from stored-value cards, which include gift cards and returned merchandise credits, and recognizes revenue into sales when the cards are redeemed.

The Company also defers revenue for its separately-priced long-term protection plan contracts (Lowe’s protection plans), which is a Lowe’s-branded program for which the Company is ultimately self-insured. The Company recognizes revenue from Lowe’s protection plan sales on a straight-line basis over the respective contract term. Expenses for claims are recognized in cost of sales when incurred. Incremental direct acquisition costs and administrative costs to fulfill the contracts associated with Lowe's protection plans for contracts greater than one year are also deferred and recognized as expense on a straight-line basis over the respective contract term. Lowe’s protection plan contract terms primarily range fromone tofive years from the date of purchase or the end of the manufacturer’s warranty, as applicable.

Cost of Sales and Selling, General and Administrative Expenses - The following lists the primary costs classified in each major expense category:

Cost of SalesSelling, General and Administrative
n Total cost of products sold, including:- Purchase costs, net of vendor funds;- Freight expenses associated with moving merchandise inventories from vendors to selling locations;- Costs associated with operating the Company’s distribution network, including employee compensation and benefit costs and occupancy costs; - Depreciation of assets associated with the Company’s distribution network;n Costs associated with operating FBM and ADG branch locations;n Costs of installation services provided;n Costs associated with shipping and handling to customers, as well as directly from vendors to customers by third parties;n Depreciation of assets used in delivering product to customers;n Costs associated with inventory shrinkage and markdown;n Costs of services performed under the Lowe’s protection plan.n Generally, payroll and benefit costs for retail and corporate employees;n Occupancy costs of retail and corporate facilities;n Advertising;n Store environment costs;n Tender costs, including bank charges, costs associated with credit card interchange fees;n Costs associated with self-insured plans, and premium costs for stop-loss coverage and fully insured plans;n Long-lived asset impairment losses, gains/losses on disposal of assets, and exit costs;n Other administrative costs, such as supplies, and travel and entertainment.

Advertising - Costs associated with advertising are charged to SG&A expense as incurred. Advertising expenses were $978 million, $921 million, and $831 million in 2025, 2024, and 2023, respectively.

Comprehensive Income - The Company reports comprehensive income in its consolidated statements of comprehensive income and consolidated statements of shareholders’ deficit. Comprehensive income represents changes in shareholders’ deficit from non-owner sources and is comprised of net earnings adjusted primarily for cash flow hedge derivative contracts. Net cash flow hedge gains, net of tax, classified in accumulated other comprehensive income were $270 million, $288 million, and $301 million as of January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

Reclassifications- Accounts receivable-net, Goodwill, and Intangible assets - net for the prior year were reclassified to conform with current year presentation and were previously included in Other current assets and Other assets on the consolidated balance sheets.

Accounting Pronouncements Recently Adopted - In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU expands income tax disclosures in the effective tax rate reconciliation table and income taxes paid. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2026. See Note 13 for additional details of the Company’s income taxes.

Accounting Pronouncements Not Yet Adopted- In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchase of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2028, and subsequent interim periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU on its disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other Internal-Use Software. The ASU amends certain aspects of the accounting for and disclosure of internal-use software and clarifies the threshold that entities apply to begin capitalizing costs. The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2029. The Company plans to early adopt the guidance in the first quarter of fiscal year ending January 29, 2027.

Recent accounting pronouncements pending adoption not discussed in this Form 10-K are either not applicable to the Company or are not expected to have a material impact on the Company.

Note 2: Acquisitions

Artisan Design Group (ADG)

On June 2, 2025, the Company completed the acquisition of ADG for an aggregate cash purchase price of $1.3 billion, which is included in the investing section of the consolidated statements of cash flows, net of cash acquired. Acquisition-related costs were expensed as incurred. ADG is a leading nationwide provider of design, distribution and installation services for interior surface finishers, including flooring, cabinets and countertops, to national, regional and local home builders and property managers. The acquisition is expected to expand the Company’s Pro customer offering into a new distribution channel within a highly fragmented market.

Intangible assets acquired totaled $714 million and include trademarks of $130 million with a useful life of 15 years, customer relationships of $550 million with a useful life of 20 years, backlog of $26 million, and non-compete agreements of $8 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying consolidated balance sheet. Goodwill of $366 million is primarily attributable to the synergies expected to arise after the acquisition. We expect $302 million of goodwill to be deductible for tax purposes.

Foundation Building Materials (FBM)

On October 9, 2025, the Company completed the acquisition of FBM for an aggregate cash purchase price of $8.8 billion, which is included in the investing section of the consolidated statements of cash flows, net of cash acquired. Acquisition-related costs were expensed as incurred. FBM is expected to accelerate the Company’s Total Home strategy by enhancing its offering to Pro customers through expanded capabilities, faster fulfillment, improved digital tools, a robust trade credit platform, and significant cross-selling opportunities between FBM and Lowe's.

Intangible assets acquired totaled $5,041 million, and include trademarks of $950 million with a useful life of 15 years, customer relationships of $3,920 million with a useful life of 20 years, backlog of $75 million, and a non-compete agreement of $96 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying consolidated balance sheet. Goodwill of $3,254 million is primarily attributable to the synergies expected to arise after the acquisition. We expect $993 million of goodwill to be deductible for tax purposes.

The following table summarizes our preliminary aggregate purchase price allocations:

ADGFBM
(In millions)June 2, 2025October 9, 2025
Allocation:
Cash acquired$2$71
Receivables202912
Merchandise inventory106485
Other current assets2895
Property36512
Operating lease right-of-use assets137470
Goodwill3663,254
Intangible assets7145,041
Other assets3517
Current operating lease liabilities(31)(92)
Accounts payable(73)(325)
Accrued compensation and employee benefits(29)(77)
Deferred revenue(22)(66)
Other current liabilities(35)(150)
Noncurrent operating lease liabilities(95)(348)
Deferred income taxes, net(36)(995)
Other liabilities(5)(26)
Net assets acquired$1,300$8,778

We have prepared analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition dates. These fair values were based on management’s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition dates. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition dates as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined. Measurement period adjustments recorded during fiscal 2025 were immaterial.

Pro forma revenue and earnings since the acquisitions have not been provided as the acquisitions were not material to the consolidated financial statements.

Additional asset acquisitions by FBM of approximately$49 million were made since our acquisition on October 9, 2025.

NOTE 3: Revenue

Net sales consists primarily of revenue, net of sales tax, associated with contracts with customers for the sale of goods and services in amounts that reflect consideration the Company is entitled to in exchange for those goods and services.

The following table presents the Company’s sources of revenue:

(In millions)Years Ended
January 30, 2026January 31, 2025February 2, 2024
Products$82,352$80,538$83,002
Services2,5421,9342,097
Other1,3921,2021,278
Net sales$86,286$83,674$86,377

The balances and classification within the consolidated balance sheets for anticipated sales returns and the associated right of return assets are as follows:

(In millions)ClassificationJanuary 30, 2026January 31, 2025
Anticipated sales returnsOther current liabilities$178$167
Right of return assetsOther current assets10999

Deferred revenue - retail and stored-value cards

Deferred revenue for retail and stored-value cards are as follows:

(In millions)January 30, 2026January 31, 2025
Retail deferred revenue$936$770
Stored-value cards deferred revenue541588
Deferred revenue$1,477$1,358

Deferred revenue - Lowe’s protection plans

Deferred revenue associated with Lowe’s protection plans is as follows:

(In millions)January 30, 2026January 31, 2025
Deferred revenue - Lowe’s protection plans$1,262$1,268

Lowe’s protection plan sales previously recorded as deferred revenue and claim expenses incurred are as follows:

(In millions)Years Ended
January 30, 2026January 31, 2025February 2, 2024
Lowe’s protection plan deferred revenue recognized into sales$580$561$549
Lowe’s protection plan claim expenses239210224

Disaggregation of Revenues

The following table presents the Company’s net sales disaggregated by merchandise division within our Retail Home Improvement segment, as well as Other segment net sales:

Years Ended
January 30, 2026January 31, 2025February 2, 2024
(In millions)Total Sales%Total Sales%Total Sales%
Home Décor1$31,52736.5%$31,30737.5%$32,53537.5%
Building Products226,53330.726,33831.426,90131.1
Hardlines324,18528.024,32929.025,02128.9
Other1,8332.21,7002.11,9202.5
Retail Home Improvement84,07897.483,674100.086,377100.0
Other segment net sales2,2082.6————
Total$86,286100.0%$83,674100.0%$86,377100.0%

Note: Merchandise division net sales for prior periods have been reclassified to conform to the current year presentation.

1 Home Decor includes the following product categories: Appliances, Decor, Flooring, Kitchens & Bath, and Paint

2 Building Products includes the following product categories: Building Materials, Electrical, Lumber, Millwork, and Rough Plumbing

3 Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and Tools

The following table presents the Company’s net sales disaggregated by geographical area:

(In millions)Years Ended
January 30, 2026January 31, 2025February 2, 2024
United States$86,225$83,674$86,377
Canada61——
Net Sales$86,286$83,674$86,377

NOTE 4: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:

Level 1- inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities

Level 2- inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

Level 3- inputs to the valuation techniques that are unobservable for the assets or liabilities

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and financial liabilities measured at fair value on a recurring basis.

Fair Value Measurements at
(In millions)ClassificationMeasurement LevelJanuary 30, 2026January 31, 2025
Available-for-sale securities:
U.S. Treasury securitiesShort-term investmentsLevel 1$195$199
Money market fundsShort-term investmentsLevel 18191
Corporate debt securitiesShort-term investmentsLevel 23216
Certificates of depositShort-term investmentsLevel 13113
Foreign government debt securitiesShort-term investmentsLevel 2214
Municipal obligationsShort-term investmentsLevel 210—
Commercial paperShort-term investmentsLevel 2—49
U.S. Treasury securitiesLong-term investmentsLevel 1211150
Corporate debt securitiesLong-term investmentsLevel 29288
Foreign government debt securitiesLong-term investmentsLevel 21637
Municipal obligationsLong-term investmentsLevel 2—2
Derivative instruments:
Fixed-to-floating interest rate swapsOther current liabilitiesLevel 2$15$11
Fixed-to-floating interest rate swapsOther liabilitiesLevel 2—35

There were no transfers between Levels 1, 2, or 3 during any of the periods presented.

When available, quoted prices were used to determine fair value. When quoted prices in active markets were available, financial assets were classified within Level 1 of the fair value hierarchy. When quoted prices in active markets were not available, fair values for financial assets and liabilities classified within Level 2 were determined using pricing models, and the inputs to those pricing models were based on observable market inputs. The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads, and benchmark securities, among others.

In addition, the Company has previously received performance-based contingent consideration related to the fiscal 2022 sale of the Canadian retail business, which is classified as a Level 3 long-term investment. The Company determined the initial fair value for contingent consideration as of February 3, 2023, based on an income approach using an option pricing model, calculated using the significant unobservable inputs such as total equity value, volatility, and expected term. Subsequent measurements of fair value of the contingent consideration are based on an income approach, which requires certain assumptions considering operating performance of the business and a risk-adjusted discount rate.

The rollforward of the fair value of contingent consideration is as follows:

Years Ended
(In millions)January 30, 2026January 31, 2025
Beginning balance$—$—
Change in fair value—177
Proceeds received—(177)
Ending balance$—$—

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

For the fiscal years ended January 30, 2026, and January 31, 2025, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

Other Fair Value Disclosures

The Company’s financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable, and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature. As further described in Note 9, certain long-term debt is associated with a fair value hedge, and the changes in fair value of the hedged debt is included in the carrying value of long-term debt on the consolidated balance sheets. The fair values of the Company’s unsecured notes were estimated using quoted market prices.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations and the 2025 Term Loan, are as follows:

January 30, 2026January 31, 2025
(In millions)Carrying AmountFair ValueCarrying AmountFair Value
Unsecured notes (Level 1)$37,530$34,907$35,011$31,557

NOTE 5: Property and Accumulated Depreciation

Property is summarized by major class in the following table:

(In millions)Estimated Depreciable Lives, In YearsJanuary 30, 2026January 31, 2025
Cost:
LandN/A$6,868$6,811
Buildings and building improvements7-4018,95318,386
Equipment2-1511,84810,988
Construction in progressN/A712616
Total cost38,38136,801
Accumulated depreciation(20,019)(19,152)
Property, less accumulated depreciation$18,362$17,649

Included in property, less accumulated depreciation are right-of-use assets under finance leases. The related amortization expense for right-of-use assets under finance leases is included in depreciation and amortization expense. The Company recognized depreciation and amortization expense, inclusive of amounts presented in cost of sales, of $2.1 billion in 2025, $2.0 billion in 2024, and $1.9 billion in 2023.

NOTE 6: Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill by reportable segment for 2025, 2024, and 2023 were as follows:

(In millions)Retail Home ImprovementOtherConsolidated
Goodwill, balance at February 2, 2024$311$—$311
Acquisitions———
Goodwill, balance at January 31, 2025$311$—$311
Acquisitions—3,6343,634
Goodwill, balance at January 30, 2026$311$3,634$3,945

As of January 30, 2026, and January 31, 2025, the Company does not have any goodwill impairment.

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets, consist of the following:

January 30, 2026January 31, 2025
(In millions)GrossCarrying AmountAccumulatedAmortizationNet Carrying AmountGrossCarrying AmountAccumulatedAmortizationNet Carrying Amount
Definite-lived intangible assets:
Customer-related$4,722$(174)$4,548$238$(96)$142
Trademarks and trade names1,100(40)1,06020(19)1
Other208(42)1661(1)—
Total definite-lived intangible assets$6,030$(256)$5,774$259$(116)$143
Indefinite-lived intangible assets:
Trademark$134$—$134$134$—$134
Total intangible assets$6,164$(256)$5,908$393$(116)$277

Amortization expense for intangible assets is as follows:

Years Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Amortization expense$140$13$13

Amortization expense expected to be recognized in future periods for intangible assets is as follows:

(In millions)Amortization Expense
Fiscal 2026$397
Fiscal 2027329
Fiscal 2028329
Fiscal 2029329
Fiscal 2030323
Thereafter4,067
Total$5,774

NOTE 7: Leases

The lease-related assets and liabilities recorded on the balance sheet are summarized in the following table:

(In millions)ClassificationJanuary 30, 2026January 31, 2025
Assets
Operating lease assetsOperating lease right-of-use assets$4,303$3,738
Finance lease assetsProperty, less accumulated depreciation1319395
Total lease assets4,6224,133
Liabilities
Current
OperatingCurrent operating lease liabilities713563
FinanceCurrent maturities of long-term debt8187
Noncurrent
OperatingNoncurrent operating lease liabilities4,0433,628
FinanceLong-term debt, excluding current maturities310388
Total lease liabilities$5,147$4,666

1 Finance lease assets are recorded net of accumulated amortization of $394 million as of January 30, 2026, and $373 million as of January 31, 2025.

The table below presents the lease costs for finance and operating leases:

(In millions)Years Ended
January 30, 2026 · January 31, 2025 · February 2, 2024
Finance lease cost
Amortization of leased assets$82$92$88
Interest on lease liabilities202324
Operating lease cost1768712630
Variable lease cost305268258
Total lease cost$1,175$1,095$1,000

1 Includes short-term leases and sublease income, which are immaterial.

The future minimum rental payments required under operating and finance lease obligations as of January 30, 2026, having initial or remaining non-cancelable lease terms in excess of one year are summarized as follows:

(In millions)Operating Leases1FinanceLeases2Total
Fiscal 2026$873$92$965
Fiscal 202787964943
Fiscal 202886859927
Fiscal 202968847735
Fiscal 203053137568
Thereafter2,0541782,232
Total lease payments5,8934776,370
Less: interest3(1,137)(86)(1,223)
Present value of lease liabilities4$4,756$391$5,147

1 Operating lease payments include $499 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $52 million of minimum lease payments for leases signed but not yet commenced.

2 Finance lease payments exclude $16 million of minimum lease payments for leases signed but not yet commenced.

3 Calculated using the lease-specific incremental borrowing rate.

4 Includes the current portion of $713 million for operating leases and $81 million for finance leases.

Lease Term and Discount RateJanuary 30, 2026January 31, 2025
Weighted-average remaining lease term (years)
Operating leases7.818.97
Finance leases8.578.68
Weighted-average discount rate
Operating leases4.43%4.28%
Finance leases4.85%4.89%
Other InformationYears Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases$743$743$689
Operating cash flows used for finance leases192224
Financing cash flows used for finance leases858692
Leased assets obtained in exchange for new finance lease liabilities54750
Leased assets obtained in exchange for new operating lease liabilities1398545696

1 Excludes $52 million of leases signed but not yet commenced as of January 30, 2026.

NOTE 8: Debt

Revolving Credit Facilities

On September 16, 2025, the Company entered into a $2.0 billion five-year unsecured credit agreement (2025 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2030, replacing the Company’s $2.0 billion five-year unsecured revolving credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).

On September 16, 2025, the Company also amended thefive-year unsecured revolving credit agreement dated September 1, 2023 (the 2023 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2028 and an aggregate availability of $2.0 billion. 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. The amounts available to be drawn under the Long-Term Credit Agreements are reduced by the amount of borrowings under the commercial paper program. As of January 30, 2026, and January 31, 2025, there wereno outstanding borrowings under the Company’s commercial paper program or the Long-Term Credit Agreements.

On September 16, 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 hadno outstanding borrowings as of January 30, 2026.

Total combined availability under the Revolving Credit Facilities was $5.0 billion as of January 30, 2026.

Long-Term Debt

Debt Category(In millions, except percentage data)Weighted-Average Interest Rate as of January 30, 2026January 30, 2026January 31, 2025
Secured debt:
Mortgage notes due through fiscal 202716.24%$1$1
Unsecured debt:
Notes due through fiscal 20303.29%12,63813,700
Notes due fiscal 2031-20354.26%9,1405,565
Notes due fiscal 2036-20405.74%1,0541,054
Notes due fiscal 2041-20453.88%2,4562,454
Notes due fiscal 2046-20503.78%5,5745,572
Notes due fiscal 2051-20554.86%3,9543,953
Notes due fiscal 2061-20655.19%2,7142,713
2025 Term Loan4.88%1,999—
Finance lease obligations due through fiscal 2043391475
Total long-term debt39,92135,487
Less: current maturities(2,431)(2,586)
Long-term debt, excluding current maturities$37,490$32,901

1 Real properties with an aggregate book value of $11 million as of January 30, 2026, were pledged as collateral for secured debt.

Principal amount of debt maturities, exclusive of unamortized original issue discounts, unamortized debt issuance costs, fair-value hedge adjustments, and finance lease obligations, for the next five fiscal years and thereafter are as follows:

(In millions)Principal
Fiscal 2026$2,350
Fiscal 20273,018
Fiscal 20285,005
Fiscal 20291,811
Fiscal 20302,500
Thereafter25,135
Total$39,819

The Company’s unsecured notes are issued under indentures that generally have similar terms and, therefore, have been grouped by maturity date for presentation purposes in the table above. The notes contain certain restrictive covenants, none of which are expected to impact the Company’s capital resources or liquidity. The Company was in compliance with all financial covenants of these agreements as of January 30, 2026.

On September 16, 2025, the Company entered into a $2.0 billion unsecured term loan credit agreement (2025 Term Loan) which has a maturity date of October 2028. There was $2.0 billion in outstanding borrowings under the 2025 Term Loan as of January 30, 2026, with a weighted average interest rate of 4.880%.

In addition, on September 30, 2025, the Company issued $5.0 billion of unsecured fixed rate notes (collectively, the September 2025 Notes) as follows:

Principal Amount (in millions)Maturity DateInterest RateDiscount(in millions)
$650October 20273.950%$2
$750October 20284.000%$3
$1,100March 20314.250%$6
$1,300October 20324.500%$8
$1,200October 20354.850%$8

Interest on the September 2025 Notes with October maturity dates is payable semiannually in arrears in April and October of each year until maturity. Interest on the September 2025 Notes with a March maturity date is payable semiannually in arrears in March and September of each year until maturity.

The indenture governing the September 2025 Notes contains a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued and unpaid interest. The indenture also contains a provision that allows the holders of the notes to require the Company to repurchase all or any part of their notes if a change of control triggering event occurs. If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the September 2025 Notes does not limit the aggregate principal amount of debt securities that the Company may issue and does not require the Company to maintain specified financial ratios or levels of net worth or liquidity.

The discounts associated with these issuances, which include the underwriting and issuance discounts, are recorded in long-term debt and are being amortized over the respective terms of the notes using the effective interest method.

NOTE 9: Derivative Instruments

The notional amounts of the Company’s material derivative instruments are as follows:

(In millions)January 30, 2026January 31, 2025
Fair value hedges:
Fixed-to-floating interest rate swap agreements$550$850

See Note 4 for the gross fair values of the Company’s outstanding derivative financial instruments and corresponding fair value classifications. The cash flows related to settlement of the Company’s hedging derivative financial instruments are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items.

The Company accounts for the fixed-to-floating interest rate swap agreements as fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective. Thus, the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

NOTE 10: Shareholders' Deficit

Authorized shares of preferred stock were 5.0 million ($5 par value) as of January 30, 2026, and January 31, 2025, none of which have been issued. The Board of Directors may issue the preferred stock (without action by shareholders) in one or more series, having such voting rights, dividend and liquidation preferences, and such conversion and other rights as may be designated by the Board of Directors at the time of issuance.

Authorized shares of common stock were 5.6 billion ($0.50 par value) as of January 30, 2026, and January 31, 2025.

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange

Act of 1934, or through private off-market transactions. Shares purchased under the repurchase program are returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit. On December 7, 2022, the Company announced that its Board of Directors authorized $15.0 billion of share repurchases under the program. As of January 30, 2026, the Company had $10.8 billion remaining under the program. In fiscal 2025, the Company paused its share repurchase program.

From time to time, the Company may enter into Accelerated Share Repurchase (ASR) agreements with third-party financial institutions. At inception of an ASR, the Company pays the financial institutions using cash on hand and takes initial delivery of shares. Under the terms of the ASR agreements, upon settlement, the Company either receives additional shares from the financial institution or is required to deliver additional shares or cash to the financial institution. The Company controls its election to either deliver additional shares or cash to the financial institution and is subject to provisions which limit the number of shares the Company would be required to deliver.

The final number of shares received upon settlement of an ASR agreement is determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. The initial repurchase of shares under these agreements result in an immediate reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.

Any ASR agreements are accounted for as treasury stock transactions and forward stock purchase contracts. The par value of the shares received is recorded as a reduction to common stock with the remainder recorded as a reduction to capital in excess of par value and accumulated deficit. The forward stock purchase contracts are considered indexed to the Company’s own stock and are classified as equity instruments.

The terms of each ASR agreement entered into during the last three fiscal years, structured as outlined above, are as follows (in millions):

Agreement Execution DateASR Settlement DateASR Agreement AmountInitial Shares DeliveredAdditional Shares Delivered at SettlementTotal Shares Delivered
Q1 2023Q1 2023$7503.10.73.8
Q2 2023Q2 2023$1,0003.90.74.6
Q3 2023Q3 2023$1,5005.31.77.0
Q1 2024Q1 2024$3251.10.21.3
Q2 2024Q2 2024$3751.40.31.7
Q3 2024Q3 2024$4001.30.21.5
Q4 2024Q4 2024$4001.20.41.6

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of restricted stock awards and performance share units.

Total shares repurchased for 2025, 2024, and 2023 were as follows:

Years Ended
January 30, 2026January 31, 2025February 2, 2024
(In millions)SharesCostSharesCostSharesCost
Share repurchase program1—$—15.4$3,83429.2$6,199
Shares withheld from employees0.3750.4940.7135
Total share repurchases0.3$7515.8$3,92829.9$6,334

1 As of January 1, 2023, share repurchases in excess of issuances are subject to a 1% excise tax, which is included as part of the cost basis of the shares acquired.

NOTE 11: Share-Based Payments

Overview of Share-Based Payment Plans

The Company has an active equity incentive plan (the Incentive Plan) under which the Company has been authorized to grant share-based awards to key employees and non-employee directors. The Company also has an employee stock purchase plan (the ESPP) that allows employees to purchase Company shares at a discount through payroll deductions. Both of these plans contain a non-discretionary anti-dilution provision that is designed to equalize the value of an award as a result of any stock dividend, stock split, recapitalization, or any other similar equity restructuring.

A total of 80.0 million shares were authorized for grants of share-based awards to key employees and non-employee directors under the Company’s currently active Incentive Plan, of which there were 22.4 million shares remaining available for grants as of January 30, 2026. The ESPP permits a maximum of 20.0 million shares to be offered for purchase. As of January 30, 2026, there were 16.8 million shares remaining available for purchase.

The Company recognized share-based payment expense within SG&A expense in the consolidated statements of earnings of $247 million, $221 million, and $210 million in 2025, 2024, and 2023, respectively. The total associated income tax benefit recognized, exclusive of excess tax benefits, was $45 million, $42 million, and $30 million in 2025, 2024, and 2023, respectively.

Total unrecognized share-based payment expense for all share-based payment plans was $323 million as of January 30, 2026, of which $187 million will be recognized in 2026, $115 million in 2027, and $21 million thereafter. This results in these amounts being recognized over a weighted-average period of 1.5 years.

For all share-based payment awards, the expense recognized has been adjusted for estimated forfeitures where the requisite service is not expected to be met. Estimated forfeiture rates are developed based on the Company’s analysis of historical forfeiture data for homogeneous employee groups.

General terms and methods of valuation for the Company’s share-based awards are as follows:

Stock Options

Stock options have terms of 10 years, with one-third of each grant vesting each year forthree years, subsequent to the date of the grant, and are assigned an exercise price equal to the closing market price of a share of the Company’s common stock on the date of grant. Options are expensed on a straight-line basis over the grant vesting period, which is considered to be the requisite service period.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. When determining expected volatility, the Company considers the historical volatility of the Company’s stock price, as well as implied volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant, based on the options’ expected term. The expected term of the options is based on the Company’s evaluation of option holders’ exercise patterns and represents the period of time that options are expected to remain unexercised. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted average assumptions used in the Black-Scholes option-pricing model and weighted-average grant date fair value for options granted in 2025, 2024, and 2023 are as follows:

Years Ended
January 30, 2026January 31, 2025February 2, 2024
Weighted-average assumptions used:
Expected volatility31.4%31.6%32.2%
Dividend yield1.80%1.79%1.74%
Risk-free interest rate4.03%4.33%3.59%
Expected term, in years7.007.006.50
Weighted-average grant date fair value$77.51$84.76$64.41

The total intrinsic value of options exercised, representing the difference between the exercise price and the market price on the date of exercise, was approximately $25 million, $45 million, and $28 million in 2025, 2024, and 2023, respectively.

Transactions related to stock options for the fiscal year ended January 30, 2026, are summarized as follows:

(in thousands, except per share and years data)SharesWeighted-Average Exercise Price Per ShareWeighted-Average Remaining TermAggregate Intrinsic Value
Outstanding as of January 31, 20251,625$150.23
Granted138234.01
Canceled, forfeited or expired(4)200.43
Exercised(181)115.75
Outstanding as of January 30, 20261,578$161.385.42$166,736
Vested and expected to vest as of January 30, 202611,572$161.095.41$166,533
Exercisable as of January 30, 20261,278$145.594.73$155,227

1 Includes outstanding vested options as well as outstanding nonvested options after a forfeiture rate is applied.

Restricted Stock Awards

Restricted stock awards are valued at the market price of a share of the Company’s common stock on the date of grant. In general, these awards vest ratably over athree-year period from the date of grant. Certain awards vest 100% at the end of athree-year period from the date of grant. All awards are expensed on a straight-line basis over athree-year period, which is considered to be the requisite service period. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted-average grant-date fair value per share of restricted stock awards granted was $234.64, $249.31, and $201.78 in 2025, 2024, and 2023, respectively. The total fair value of restricted stock awards vesting each year was approximately $133 million, $158 million, and $208 million in 2025, 2024, and 2023, respectively.

Transactions related to restricted stock awards for the fiscal year ended January 30, 2026, are summarized as follows:

(in thousands, except per share data)SharesWeighted-Average Grant-Date Fair Value Per Share
Nonvested as of January 31, 20251,277$224.15
Granted764234.64
Vested(567)215.22
Canceled or forfeited(119)232.46
Nonvested as of January 30, 20261,355$233.07

Deferred Stock Units

Deferred stock units are valued at the market price of a share of the Company’s common stock on the date of grant and earn dividend equivalents. For non-employee Directors, these awards vest on the earlier of the first anniversary of the grant date or the day immediately preceding the next Annual Meeting of Shareholders, subject to acceleration in certain circumstances, and are expensed on a straight-line basis over the requisite service period. Awards granted prior to 2022 vested immediately and were expensed on the grant date. Deferred stock units granted to non-employee Directors in 2025, 2024, and 2023 are as follows:

Years Ended
(In thousands, except per share data)January 30, 2026January 31, 2025February 2, 2024
Deferred shares granted to non-employee Directors111211
Weighted-average grant date fair value per share$225.73$221.29$206.52

Performance Share Units

The Company issues performance share units classified as equity awards. Expense is recognized on a straight-line basis over the requisite service period, based on the probability of achieving the performance condition, with changes in expectations recognized as an adjustment to earnings in the period of the change. Compensation cost is not recognized for performance share units that do not vest because service or performance conditions are not satisfied, and any previously recognized compensation cost is reversed. Performance share units do not have dividend rights. The Company uses historical data to estimate the timing and amount of forfeitures.

The Company’s performance share units contain performance and service conditions that must be satisfied for an employee to earn the right to benefit from the award, as well as a market condition modifier. The performance condition for these awards continues to be based primarily on the achievement of the Company’s return on invested capital (ROIC) targets. The market condition is based on the Company’s total shareholder return (TSR) compared to the median TSR of companies listed in the S&P 500 Index over athree-year performance period. The Company uses a Monte-Carlo simulation to determine the grant date fair value for these awards, which takes into consideration the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period, as well as the possible outcomes pertaining to the TSR market condition.

The weighted-average assumptions used in the Monte Carlo simulations for these awards granted in 2025, 2024, and 2023 are as follows:

Years Ended
January 30, 2026January 31, 2025February 2, 2024
Weighted-average assumptions used:
Expected volatility25.4%27.1%29.3%
Dividend yield1.97%1.77%2.10%
Risk-free interest rate3.82%4.49%3.83%
Expected term, in years2.832.832.82

In general,0% to 200% of the Company’s performance share units vest at the end of athree-year service period from the date of grant based upon achievement of the performance condition, or a combination of the performance and market conditions, specified in the performance share unit agreement.

The weighted-average grant-date fair value per unit of performance share units classified as equity awards granted was $225.57, $273.37, and $209.50 in 2025, 2024, and 2023, respectively. The total fair value of performance share units vesting was approximately $30 million, $55 million and $105 million in 2025, 2024 and 2023, respectively.

Transactions related to performance share units classified as equity awards for the fiscal year ended January 30, 2026, are summarized as follows:

(in thousands, except per share data)Units1Weighted-Average Grant-Date Fair Value Per Unit
Nonvested as of January 31, 2025454$227.46
Granted146225.57
Vested(126)200.06
Canceled or forfeited(24)217.78
Nonvested as of January 30, 2026450$235.07

1 As of January 30, 2026, the maximum number of nonvested units that could vest under the provisions of the agreements was 0.9 million.

Restricted Stock Units

Restricted stock units do not have dividend rights and are valued at the market price of a share of the Company’s common stock on the date of grant less the present value of dividends expected during the requisite service period. In general, these awards vest ratably over athree-year period from the date of grant. Certain awards vest 100% at the end of athree-year period from the date of grant. All awards are expensed on a straight-line basis over that period, which is considered to be the requisite service period. The Company uses historical data to estimate the timing and amount of forfeitures. The weighted-average grant-date fair value per share of restricted stock units granted was $221.68, $236.96, and $188.22 in 2025, 2024, and 2023, respectively. The total fair value of restricted stock units vesting was approximately $50 million, $56 million, and $67 million in 2025, 2024, and 2023, respectively.

Transactions related to restricted stock units for the fiscal year ended January 30, 2026, are summarized as follows:

(in thousands, except per share data)SharesWeighted-Average Grant-Date Fair Value Per Share
Nonvested as of January 31, 2025452$213.52
Granted292221.68
Vested(214)206.24
Canceled or forfeited(59)219.93
Nonvested as of January 30, 2026471$221.09

ESPP

The purchase price of the shares under the ESPP equals 85% of the closing price on the date of purchase. The Company’s share-based payment expense per share is equal to 15% of the closing price on the date of purchase. The ESPP is considered a liability award and is measured at fair value at each reporting date, and the share-based payment expense is recognized over thesix-month offering period. Under the ESPP, the Company issued 0.6 million shares of common stock in 2025,0.6 million shares of common stock in 2024, and 0.7 million shares of common stock in 2023, and recognized share-based payment expense of $22 million, $22 million, and $21 million in 2025, 2024, and 2023, respectively.

NOTE 12: Employee Retirement Plans

The Company maintains a defined contribution retirement plan for eligible employees (the 401(k) Plan). Eligible employees may participate in the 401(k) Plan the first of the month after thirty days of employment. The Company makes contributions to the 401(k) Plan each payroll period, based upon a matching formula applied to employee deferrals (the Company Match). Participants are eligible to receive the Company Match pursuant to the terms of the 401(k) Plan. The Company Match varies based on how much the employee elects to defer up to a maximum of 4.25% of eligible compensation. The Company Match is invested identically to employee contributions and is immediately vested. As of January 1, 2025, the 401(k) Plan allows participants to borrow from his or her account balance and receive required minimum distributions over the maximum time periods allowable under the Internal Revenue Code.

The Company maintains a Benefit Restoration Plan to supplement benefits provided under the 401(k) Plan to participants whose benefits are restricted as a result of certain provisions of the Internal Revenue Code of 1986. This plan provides for employee salary deferrals and employer contributions in the form of a Company Match.

The Company maintains a non-qualified deferred compensation program called the Lowe’s Cash Deferral Plan. This plan is designed to permit certain employees to defer receipt of portions of their compensation, thereby delaying taxation on the deferral amount and on subsequent earnings until the balance is distributed. This plan does not provide for Company contributions.

The Company recognized expense associated with these employee retirement plans of $201 million, $172 million, and $167 million in 2025, 2024, and 2023, respectively.

NOTE 13: Income Taxes

The following is a reconciliation of the federal statutory tax rate to the effective tax rate:

Years Ended
(In millions, except percentage data) · January 30, 2026 · January 31, 2025 · February 2, 2024
Statutory federal income tax rate$1,83721.0%$1,92221.0%$2,13721.0%
State income taxes, net of federal tax benefit13333.83433.73893.8
Other, net(77)(0.9)(69)(0.7)(77)(0.7)
Effective tax rate$2,09323.9%$2,19624.0%$2,44924.1%

1 State taxes in CA, FL, PA, NY, VA, NC, TN, NJ, and SC contributed to the majority of the tax effect in this category.

The components of the income tax provision are as follows:

Years Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Current:
Federal$1,443$1,764$1,955
State386424489
Total current11,8292,1882,444
Deferred:
Federal236—3
State2882
Total deferred126485
Total income tax provision$2,093$2,196$2,449

1 Amounts applicable to foreign income taxes were insignificant for all periods presented.

The tax effects of cumulative temporary differences that gave rise to the deferred tax assets and liabilities were as follows:

(In millions)January 30, 2026January 31, 2025
Deferred tax assets:
Self-insurance$240$233
Share-based payment expense4946
Operating lease liabilities1,2661,143
Capital loss carryforwards691645
Net operating losses283261
Other, net559390
Total deferred tax assets3,0882,718
Valuation allowance(1,072)(1,003)
Net deferred tax assets2,0161,715
Deferred tax liabilities:
Operating lease right-of-use assets(1,136)(1,012)
Goodwill and Other Intangibles(1,089)(37)
Property(731)(315)
Other, net(99)(107)
Total deferred tax liabilities(3,055)(1,471)
Net deferred tax (liabilities)/assets$(1,039)$244

As of January 30, 2026, and January 31, 2025, the Company had Canadian net operating loss carryforwards of $1.1 billion and $1.0 billion, respectively. The net operating losses expire in 2026 through 2043. As of January 30, 2026, and January 31, 2025, the Company had capital loss carryforwards of $2.7 billion and $2.5 billion, respectively, for Canadian tax purposes which do not expire. A valuation allowance of $1.1 billion and $1.0 billion was recorded as of January 30, 2026, and January 31, 2025, respectively.

A reconciliation of the beginning and ending balances of unrecognized tax benefits is as follows:

Years Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Unrecognized tax benefits, beginning of year$37$37$37
Additions for tax positions of prior years———
Settlements———
Unrecognized tax benefits, end of year$37$37$37

The unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate were $37 million as of January 30, 2026, and January 31, 2025.

The net interest expense recognized by the Company related to uncertain tax positions was $3 million for 2025, $1 million for 2024, and $1 million for 2023. The Company had $18 million and $15 million of accrued interest related to uncertain tax positions as of January 30, 2026, and January 31, 2025, respectively.

No penalties were recognized related to uncertain tax positions for 2025, 2024, and 2023. The Company had $4 million of accrued penalties related to uncertain tax positions as of January 30, 2026, and January 31, 2025, respectively.

The Company is subject to examination by various foreign and domestic taxing authorities. There are ongoing U.S. state audits covering tax years 2017 to 2024. Audits performed by the Canada Revenue Agency for fiscal years 2021 and 2022 are on-going. The Company remains subject to income tax examinations for fiscal years 2015 through 2024. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years.

Note 14: Earnings Per Share

The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating security as if all of the net earnings for the period had been distributed. The Company’s participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and, therefore, are considered to participate in undistributed earnings with common shareholders.

Basic earnings per common share excludes dilution and is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocable to common shares by the weighted-average number of common shares as of the balance sheet date, as adjusted for the potential dilutive effect of non-participating share-based awards. The following table reconciles earnings per common share for 2025, 2024, and 2023:

Years Ended
(In millions, except per share data)January 30, 2026January 31, 2025February 2, 2024
Basic earnings per common share:
Net earnings attributable to Lowe's Companies, Inc.$6,654$6,957$7,726
Less: Net earnings allocable to participating securities(18)(17)(20)
Net earnings allocable to common shares, basic$6,636$6,940$7,706
Weighted-average common shares outstanding559567582
Basic earnings per common share$11.87$12.25$13.23
Years Ended
(In millions, except per share data)January 30, 2026January 31, 2025February 2, 2024
Diluted earnings per common share:
Net earnings attributable to Lowe's Companies, Inc.$6,654$6,957$7,726
Less: Net earnings allocable to participating securities(18)(17)(20)
Net earnings allocable to common shares, diluted$6,636$6,940$7,706
Weighted-average common shares outstanding559567582
Dilutive effect of non-participating share-based awards112
Weighted-average common shares, as adjusted560568584
Diluted earnings per common share$11.85$12.23$13.20
Anti-dilutive securities excluded from diluted weighted-average common shares0.20.10.5

NOTE 15: Commitments and Contingencies

The Company is, from time to time, party to various legal proceedings considered to be in the normal course of business, none of which, individually or in the aggregate, are expected to be material to the Company’s financial statements. In evaluating liabilities associated with its various legal proceedings, the Company has accrued for probable liabilities associated with these matters. The amounts accrued were not material to the Company’s consolidated financial statements in any of the years presented. Reasonably possible losses for any of the individual legal proceedings which have not been accrued were not material to the Company’s consolidated financial statements.

As of January 30, 2026, the Company had non-cancellable commitments of $2.3 billion related to certain marketing and information technology programs, and purchases of merchandise inventory. These commitments include agreements to purchase goods or services that are enforceable, are legally binding, and specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Payments under these commitments are scheduled to be made as follows:

(In millions)Commitments
Fiscal 2026$999
Fiscal 2027728
Fiscal 2028261
Fiscal 2029120
Fiscal 203027
Thereafter134
Total$2,269

As of January 30, 2026, the Company held standby and documentary letters of credit issued under banking arrangements which totaled $509 million. The majority of the Company’s letters of credit were issued to support the Company’s warranty program.

NOTE 16: Related Parties

The Company’s President and Chief Executive Officer also serves on the Board of Directors of a vendor that provides transportation and business services to the Company. The Company purchased services from this vendor in the amount of $237 million in 2025, $240 million in 2024, and $217 million in 2023. Amounts payable to this vendor were insignificant to the Company as of January 30, 2026, and January 31, 2025.

NOTE 17: Other Information

Interest – net is comprised of the following:

Years Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Long-term debt$1,487$1,452$1,438
Finance lease obligations202324
Short-term borrowings——15
Interest income(121)(159)(101)
Interest capitalized(8)(6)(4)
Interest on tax uncertainties311
Other2529
Interest – net$1,406$1,313$1,382

Supplemental disclosures of cash flow information:

Years Ended
(In millions)January 30, 2026January 31, 2025February 2, 2024
Cash paid for interest, net of amount capitalized$1,489$1,475$1,464
Cash paid for income taxes, net1$2,505$1,648$3,700
Cash dividends declared but not paid$673$645$633

1 Includes $401 million, $471 million, and $527 million of cash paid for state, local, and foreign income taxes in the years ended January 30, 2026, January 31, 2025, and February 2, 2024, respectively.

2 See Note 7 for supplemental cash flow disclosures related to finance and operating leases.

Sales by product category:

Years Ended
January 30, 2026 · January 31, 2025 · February 2, 2024
(In millions, except percentage data) · Total Sales · % · Total Sales · % · Total Sales · %
Appliances$12,89114.9%$12,51415.0%$12,73814.7%
Seasonal & Outdoor Living7,0658.27,2318.67,5428.7
Lumber6,6807.76,7238.07,0218.1
Lawn & Garden6,5777.66,5237.86,7147.8
Hardware6,0297.06,0457.26,0727.0
Kitchens & Bath5,8666.85,8897.06,1697.1
Building Materials5,5396.45,4146.55,2686.1
Rough Plumbing5,1075.94,9355.95,0145.8
Paint5,0005.84,9796.05,1175.9
Millwork4,9275.74,9655.95,1215.9
Tools4,5145.24,5305.44,6935.4
Electrical4,2805.04,3015.14,4775.2
Flooring4,0444.74,0684.94,3555.0
Decor3,7264.33,8574.64,1564.8
Other1,8332.21,7002.11,9202.5
Retail Home Improvement84,07897.483,674100.086,377100.0
Other segment net sales2,2082.6————
Net sales$86,286100.0%$83,674100.0%$86,377100.0%

Note: Product category sales for prior periods have been reclassified to conform to the current year presentation.

NOTE 18: Segment Information

The Company’s operations includeone reportable operating segment, Retail Home Improvement, and the chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer. Our operating segments reflect the way in which internally reported financial information is regularly reviewed by the CODM who has the ultimate decision-making authority for resource allocation and assessing performance of our segments.

Retail Home Improvement Reportable Segment -We are engaged in retail operations that sell a wide assortment of home décor, hardlines, and building products both in stores and online throughout the United States. In addition, we have specialists on-site to provide services, including home improvement installation services, and tool and equipment rental.

Other - As discussed in Note 2, in 2025, Lowe’s acquired FBM, a leading distributor of interior building products, and ADG, a nationwide provider of design, distribution and installation services for interior surface finishes. FBM operations are organized intotwo lines of business and representtwo operating segments, Ceilings and Wall Systems and Commercial Doors and Hardware. ADG is deemed to be a separate operating segment, referred to as Interior Finishes. These three operating segments do not meet the thresholds prescribed under ASC Topic 280 to be deemed a reportable segment, therefore, results from these operating segments are presented in “Other”.

The CODM regularly reviews operating income as the measure of each operating segment’s profit or loss, as well as significant segment expenses of our Retail Home Improvement segment to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Corporate expenses are allocated to the individual operating segments. The CODM also uses these measures in monitoring plan versus actual results. The CODM does not review segment assets at a different asset level or category than those disclosed in the consolidated balance sheets.

The following table presents the Company’s operating income results for its Retail Home Improvement reportable segment, including significant segment expenses:

Years Ended
January 30, 2026January 31, 2025February 2, 2024
(In millions, except percentage data)Amount% SalesAmount% SalesAmount% Sales
Net Sales$84,078100.00%$83,674100.00%$86,377100.00%
Less:
Cost of sales55,61566.1555,79766.6857,53366.61
Expenses:
Employee compensation and benefits11,14713.2610,83012.9410,80112.50
Occupancy and facility costs1,9322.301,8972.271,8362.13
Advertising9731.169211.108310.96
Other segment items12,3802.822,0342.432,1022.43
Selling, general and administrative:16,43219.5415,68218.7415,57018.02
Depreciation and amortization1,8082.151,7292.071,7171.99
Operating income$10,22312.16%$10,46612.51%$11,55713.38%

1 Other segment items primarily include financial services costs, technology service costs, insurance costs, impairment costs, and store environment initiative and display costs.

The following table presents a reconciliation of our Retail Home Improvement results to our consolidated totals:

January 30, 2026
Retail Home Improvement · Other · Consolidated
(In millions, except percentage data) · Amount · % Sales · Amount · % Sales · Amount · % Sales
Net sales$84,078100.00%$2,208100.00%$86,286100.00%
Operating income10,22312.16(70)(3.17)10,15311.77
Interest – net1,4061.63
Pre-tax earnings8,74710.14
Income tax provision2,0932.43
Net earnings$6,6547.71%

Prior to 2025, Retail Home Improvement was our only operating segment and represented our total Company consolidated results. Therefore, a reconciliation to our consolidated totals is not applicable for fiscal 2024 or 2023.

NOTE 19 : Subsequent Events

On February 20, 2026, the Supreme Court declared that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were invalid as they exceeded the President’s authority. Further, on March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection to liquidate all entries which are not final without regard to IEEPA duties. We are evaluating these court rulings and will continue to monitor ongoing developments. At this time, we are unable to reasonably estimate the extent to which the rulings will impact our consolidated financial position, consolidated results of operations, and consolidated cash flows for the fiscal year ending January 29, 2027.

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