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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

LOWE’S COMPANIES, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow Shareholders:

In 2024, we delivered solid operating performance despite a challenging macroeconomic backdrop while making significant strides toward enhancing the customer and associate experience. We remained focused on driving productivity and delivered an operating margin of 12.5% and adjusted operating margin* of 12.3%. Consistent with our disciplined capital allocation strategy, we returned $6.5 billion to our shareholders. Below, we highlight several ways the Board and management have been working on your behalf this past year.

Executing on and Evolving Our Total Home Strategy: We launched our Total Home strategy in late 2020. By executing on that strategy over the last four years, we have grown our Pro and online sales despite a prolonged downturn in the home improvement market. At the end of 2024, we updated elements of our strategy to align with the key drivers of home improvement demand and to better position Lowe’s to capture share as the home improvement market recovers. Our refreshed strategy reflects our dedication to solving customers’ total home improvement needs with more value and exceptional service.

Aligning Our Board with Our Strategic Needs: The Board is focused on maintaining a balance of director perspectives, skills and backgrounds to provide effective oversight of Lowe’s strategic objectives. In 2024, we added two new independent directors, Navdeep Gupta and Lawrence Simkins, who bring expertise in important areas such as operations and supply chain management, retail finance, accounting and digital, reflecting the Board’s thoughtful approach to align refreshment efforts with the evolution of our strategy.

Investing in Our People: We remain committed to investing in our associates. We’re striving to become the employer of choice in the retail industry by providing good jobs, a sense of belonging and promising futures. Since 2018, we’ve invested more than $4 billion in incremental wages and share-based compensation for our frontline associates. In fiscal 2024, we announced a starting wage of at least $15 an hour. We also continue to prioritize associate development, with over 85% of our store leadership roles filled internally in the last year.

Progressing on Corporate Responsibility: Our Board and its Sustainability Committee continue to play an active role in overseeing our corporate responsibility efforts, which are an important contributor to our long-term shareholder value creation strategy. In our latest Corporate Responsibility Report, we highlighted the traction we are gaining toward our goals, including progress on scope 1, 2 and 3 emissions reductions.

Engaging with Our Shareholders: We continued our robust shareholder engagement program, which helps inform our human capital, sustainability and governance programs, as well as related disclosures. Our efforts this winter included outreach to 30 investors representing approximately 45% of shares outstanding and meetings with 22 investors, representing approximately 37% of shares outstanding, in line with prior years.

Thank you for your continued investment in Lowe’s. We look forward to keeping you apprised of our progress and hearing your feedback throughout the coming year. We encourage you to review this year’s Proxy Statement in detail and vote your shares at our Annual Meeting on Friday, May 30, 2025.

Sincerely,

• Adjusted operating margin is anon-GAAP financial measure. Refer to Appendix A for a reconciliation ofnon-GAAP financial measures.

LOWE’S COMPANIES, INC.

1000 Lowes Boulevard

Mooresville, North Carolina 28117

(704)758-1000

2025 Notice of Annual Meeting of Shareholders

April 17, 2025

The 2025 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 30, 2025 at www.virtualshareholdermeeting.com/LOW2025 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. 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 24, 2025, 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 at www.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 67 to 68 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 the meeting.

Sincerely,

Juliette W. Pryor

Executive Vice President, Chief Legal Officer and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on May 30, 2025:

The 2025 Notice of Annual Meeting of Shareholders & Proxy Statement and

2024 Annual Report to Shareholders are available at www.proxyvote.com.