LOWES COMPANIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

LOWE'S COMPANIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Notice of Annual Meeting of

Shareholders & Proxy Statement

Overview of

Lowe’s

Founded in1921IPO in 1961

Dividend Aristocrat

1,759operating home improvement storesand outlets across 50 U.S. states

540+branches serving large Pros

Note: Data as of the end of Fiscal Year 2025 (Jan. 30, 2026).

2026 Proxy Statement

Letter to Shareholders

Marvin R. Ellison

Richard W. Dreiling

Dear Fellow Shareholders:

Lowe’s executed and performed well in 2025, demonstrating resilience against the backdrop of

continued challenges in the housing macro environment. We achieved strong top- and bottom-line

performance, including sales of $86.3 billion, operating margin of 11.8%, and adjusted operating

margin 1 of 12.1%, while also returning $2.6 billion in dividends to shareholders. Lowe’s is proud to

share some highlights on what our Board and management team have been focused on over this

past year:

•Advancing our Total Home Strategy: Our refreshed Total Home strategy continues to be our

North Star as we invest in the business to create sustainable growth. This past year we launched

several initiatives to drive customer penetration and loyalty with Pro and DIY customers aimed at

strengthening sales and market share. We have also been working to effectively integrate

emerging AI technology to enhance the customer and associate experience while improving

operating efficiency. And importantly, we successfully completed two acquisitions – Artisan Design

Group and Foundation Building Materials – that we believe will be key in our ability to deliver total

home solutions for our customers.

•Board Alignment with Strategic Priorities: The complementary mix of skills and expertise our

directors bring across key areas, including retail, marketing, e-commerce, supply chain, risk

management, data protection, and sustainability, strengthens oversight of our strategy and

positions Lowe’s to best serve our customers as we navigate an evolving market. The

development and evolution of our Total Home strategy has particularly benefited from the balance

of perspectives provided by our longer-tenured directors with deep knowledge of the Company,

and those of newer directors appointed through our refreshment process.

•Investing in Our Team: Our associates remain one of our most critical assets and we’ve

continued to invest in new tools and training to help them be successful in serving our customers.

This also helps us stay competitive as an employer of choice to attract the best talent. We’re

pleased that our efforts are being recognized externally: J.D. Power named Lowe’s #1 in customer

satisfaction among home improvement retailers, and Fortune named us the #1 Most Admired

Specialty Retailer.

•Engaging with Our Shareholders: Our shareholder engagement program continues to be a

source of useful input to our Board and leadership team, and this year we each participated in

many of these meetings to hear directly from our shareholders. We appreciate the perspectives

and feedback our investors share, which help shape our strategy, programs and disclosures in a

dynamic environment.

We are confident in our future and ability to deliver value for our shareholders. Thank you for your

continued investment in Lowe’s and for the trust you have in our Board and management team as we

advance our strategy. We encourage you to review this year’s Proxy Statement in detail and vote your

shares at our Annual Meeting on Friday, May 29, 2026.

Sincerely,

(1) Adjusted operating margin is a non-GAAP financial measure. Refer to Appendix A in this Proxy Statement for

additional information as well as reconciliations between the Company’s GAAP and non-GAAP financial results.

2026 Notice of Annual Meeting of Shareholders

Voting Matters

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Lowe’s Companies, Inc. (the “Company”) will be held online via

audio webcast at 10:00 a.m., Eastern Time, on Friday, May 29, 2026 atwww.virtualshareholdermeeting.com/LOW2026 for the

purpose of voting on the following matters:

The Board of Directors unanimously recommends a vote “FOR” each of the

director nominees in proposal 1 and a vote “FOR” proposals 2 and 3 and a vote

“AGAINST” each of the shareholder proposals. The persons named as proxies

will use their discretion to vote on other matters that may properly arise at the

Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record as of the close of business on March 23, 2026, will be

entitled to notice of, and to vote at, the Annual Meeting or any adjournment or

postponement thereof.

We are holding the Annual Meeting in an online-only format. You will not be able to

attend the Annual Meeting in person. To attend the Annual Meeting, vote and submit

your questions during the Annual Meeting, you will need to visit the Annual Meeting

website noted above and enter your 16-digit control number found on your proxy card,

voting instruction form, Notice of Internet Availability of Proxy Materials or legal proxy, as

applicable. Shareholders of record may follow these same instructions during the

Annual Meeting to view the list of shareholders of record entitled to notice of the

meeting. Prior to the Annual Meeting, you will be able to vote atwww.proxyvote.com

using your 16-digit control number or by the other methods described in the Proxy

Statement. For more information on attending the online-only meeting, please see

pages 92 to 96 of the Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, you are

encouraged to review the proxy materials and vote as soon as possible to ensure that

your shares are represented at themeeting.

Sincerely,

Juliette W. Pryor

Executive Vice President, Chief Legal Officer and Corporate Secretary

April 16, 2026

How to Vote

2026 Proxy Statement

Table of Contents

Disclosure Regarding Forward-looking Statements

This document includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements including

words such as “believe,” “expect,” “anticipate,” “plan,” "desire", “project,” “estimate,” “intend,” “will,” “should,” “could,” “would,” “may,” “strategy,” “goal,”

“target,” “potential,” “opportunity,” “outlook,” “guidance,” “scenario” and similar expressions are forward-looking statements. Forward-looking statements

involve, among other things, expectations, projections and assumptions about future priorities, shareholder value, Lowe’s strategic initiatives and our

environmental, social and other sustainability plans and goals. Such statements involve risks and uncertainties, and we can give no assurance that they

will prove to be correct or that any plan, initiative, projection, goal, target, commitment or expectation can or will be achieved. Actual results and

outcomes may differ materially from those expressed or implied in such statements. Investors should carefully consider the risk and uncertainties

described in “Item 1A – Risk Factors” in our most recent Annual Report on Form 10-K and as may be updated from time to time in our quarterly reports

on Form 10-Q or other subsequent filings with the Securities and Exchange Commission (the “SEC”). All such forward-looking statements speak only as

of the date they are made, and we do not undertake any obligation to update these statements other than as required by law. Inclusion of information in

this Proxy Statement is not an indication that the subject or information is material to our business or operating results. Standards of measurement and

performance made in reference to our environmental, social and other sustainability plans and goals may be based on evolving protocols and

assumptions which may change or be refined. Website references throughout this document are provided for convenience only, and the content on the

referenced websites is not incorporated by reference into this document.