LOWES COMPANIES INC

We seek to generate long-term sustainable shareholder value by driving operational excellence throughout the enterprise, consistently generating high levels of cash flow and optimizing our capital deployment. We have demonstrated a strong commitment to returning capital to our shareholders and continued dividend growth since 1961.

This summary highlights certain information for your review in connection with the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References to “Lowe’s,” the “Company,” “we,” “us,” “our” and similar terms refer to Lowe’s Companies, Inc.

FISCAL 2024 FINANCIAL HIGHLIGHTS

• Return on Invested Capital (“ROIC”) is calculated using anon-GAAP financial measure, and adjusted diluted earnings per common share (“EPS”) is anon-GAAP financial measure. Refer to Appendix A for the calculation of ROIC and a reconciliation ofnon-GAAP measures.

OUR TOTAL HOME STRATEGY

In 2020, we unveiled our Total Home strategy to grow our market share by providing aone-stop solution for every project across the home for bothdo-it-yourself (“DIY”) and professional (“Pro”) customers. In fiscal 2024, we continued to execute on our Total Home strategy by remaining focused on serving the Pro customer, accelerating our online business, expanding installation services, improving localization efforts and elevating our product assortment. Through the execution of our strategy over the last four years, we have grown our Pro and online sales despite a prolonged downturn in the home improvement market.

At our Analyst and Investor Conference in December 2024, we updated our Total Home strategy, aligned with the key drivers of home improvement demand, to better position the Company to take market share when the home improvement market recovers. Our Total Home strategy is designed to help our customers solve their total home improvement needs with more value and exceptional service. Looking ahead, in addition to continuing our focus on growing Pro customer and online sales, we will focus on (i) expanding home services to create a high-value installation solution for both smaller refreshes and more complex projects, (ii) creating a robust loyalty ecosystem for both our DIY and Pro customers and (iii) increasing space productivity by optimizing assortments. We are confident that we are making the right investments in the business to grow market share, generate long-term growth and continue to create sustainable shareholder value.

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

Our Executive Compensation Program is Linked to Our Strategy

Our executive compensation program is designed to drive long-term shareholder value by aligning executive pay with our strategy and shareholder interests and attracting and retaining talented executives. We have a long-standing commitment to pay for performance and provide a significant portion of compensation opportunities through variable pay arrangements.

Our executive compensation program is designed to reward executives for growth in the Company’s sales and earnings, the creation of long-term shareholder value and the effective execution of our business strategies and operating priorities. The primary objectives of our executive compensation program are to:

Key Elements of Our 2024 Executive Compensation Program

Our compensation mix is heavily performance-based with 73% of the CEO’s and 68% of the other named executive officers’ (“NEOs”) average annualized target compensationat-risk and contingent upon the achievement of performance objectives or relative and absolute share price performance. Additionally, 77% of the CEO’s and 71% of the other NEOs’ average compensation is in the form of long-term incentives.

Compensation Best Practices

CORPORATE RESPONSIBILITY

Corporate responsibility is a cornerstone of our Company and a key focus of management and the Board of Directors (the “Board”). We are committed to our people, communities and planet. The Sustainability Committee of the Board oversees Lowe’s environmental and social strategies, and our Sustainability Steering Committee, which is composed of executives and subject matter experts from across the Company, leads the Company’s efforts to integrate corporate responsibility into our business. Our sustainability strategy focuses on goals and commitments across three pillars – Our People & Our Communities, Product Sustainability and Operational Excellence.

Our People & Our Communities

Human Capital

The full Board oversees workforce management and regularly engages with our Chairman, President and Chief Executive Officer, our Executive Vice President, Human Resources and senior leadership on a broad range of related topics. The full Board reviews talent management topics as standing agenda items.

Lowe’s strives to be the employer of choice in retail. At Lowe’s, we are committed to creating valuable career opportunities for our associates, supporting them and the communities where they live and cultivating a culture that invites and encourages diverse opinions and ideas. We would like our associates to see Lowe’s as a “Home to Possibility” with good jobs, a sense of belonging and a promising future. We have a proactive associate listening strategy, most notably through our annual Building Engagement and Success Together (“BEST”) engagement survey. In fiscal 2024, more than 90% of our associates participated in our survey, and our people leaders use the feedback to improve our associate experience.

Creating Good Jobs

We have a strong track record of investing in our workforce by offering locally competitive salaries and wages. Since 2018, we have invested over $4 billion in incremental wages and share-based compensation for our frontline associates, which included creating many new roles for our associates to grow into as they advance along their career path. In 2024, we awarded approximately $300 million in discretionary and profit-sharing bonuses to our frontline associates. We offer an array of health, welfare and financial benefits to our full-time and part-time associates, including health care and insurance benefits, retirement plans, an employee stock purchase plan, paid time off and leave programs, among others.

We have implemented workforce management tools that enable us to offer various scheduling options to our full-time associates to foster an improved experience in balancing their work and life responsibilities. This includes such options for a shortened workweek, consistent shifts or consecutive days off.

Our focus on the associate experience begins at initial application. The implementation of improved technology in the hiring process has simplified the experience for those looking to join Lowe’s and helped to drive the experience overall. We have Spanish language capabilities to promote bilingual hiring by guiding Spanish-speaking candidates through the full application process.

Providing a safe environment for both working and shopping is one of our highest priorities at Lowe’s. We strive to maintain a culture of safety, which begins with our leaders modeling the behaviors we want our associates to adopt. We embed safety into associate onboarding, developmentale-learning andon-the-job training.

Sense of Belonging

We believe that by building inclusive teams with a range of perspectives, backgrounds and experiences, and equal opportunity for all, we drive better ideas, positive business results and improve service through a deeper connection with the communities we serve. Earlier this year, we evolved our inclusion initiatives, combining our eight Business Resource Groups into one umbrella associate engagement organization. By shifting to one, unified program, Lowe’s is able to foster networking and development for all associates across all areas of the business. Additionally, we eliminated our sponsorship of outside festivals, parades and fairs to focus on our four community pillars: safe and affordable housing, community improvements, skilled trades education, and disaster response. Finally, we are evaluating our participation in external surveys, factoring in the goals of each survey and whether we will gain any actionable insights as a result of our participation. These changes were made with the goal of creating a more respectful and inclusive workplace for all of our associates.

Promising Future

We are committed to securing top talent and providing ongoing training and other developmental opportunities to facilitate meaningful careers at Lowe’s. We offer a variety of role-specific leadership and development programs that build and reinforce functional-technical/professional skills, business acumen and leadership skills to prepare high-performing leaders for their next role. Our focus on leadership development enables us to grow talent internally and has resulted in more than 85% of store leadership positions being filled internally in the last year.

Our Lowe’s University offerings include the district manager and store manager immersive week-long leadership experience programs, delivered from the Lowe’s University training center; the virtually-delivered store department supervisor fundamentals series; the virtually-delivered field supply chain leadership director, manager and supervisor experience programs; and the certification programs for store and technology associates that further develop their skills and knowledge base. In addition, ourin-person Lowe’s University offerings include an assistant store manager leadership training to further develop our store leaders.

Additionally, through Lowe’s Track to the Trades program, we offer all Lowe’s associates the opportunity to enroll in programs to complete apprentice certifications in electrical, plumbing, HVAC, appliance repair or multi-family maintenance. The program also connects associates with Pros to help them start a career in their area of interest. The Track to the Trades program demonstrates Lowe’s commitment to our industry and the communities we serve. This program, combined with our tuition-free education program, are further examples of how we are investing in the development of our associates.

Our Communities

We understand the important role Lowe’s plays in supporting our communities through our philanthropic efforts. With our community engagement initiatives and continued partnerships with nonprofits across the nation, we are revitalizing neighborhoods, improving community spaces, responding when natural disasters strike and preparing the next generation of skilled tradespeople. We carry out these initiatives with a special focus on veterans, the active military community and first responders. Additionally, since awarding its first Gable Grants in 2023, the Lowe’s Foundation has invested over $25 million to help expand skilled trades career pathways through a growing network of community colleges and nonprofits in rural and urban communities across the country. From funding new skilled trade facilities and instructors to accreditation programs, these grants support carpentry and construction, HVAC, electrical, plumbing and appliance repair training.

Product Sustainability

Lowe’s strives to put the customer first by providing high-quality items that help our customers live more sustainably. We begin by selecting suppliers and offering products that support human and environmental health. We are also expanding our pursuit of innovative, more efficienteco-products and educating customers on how to reduce their footprint at home.

We focus our product sustainability efforts on supplier social and environmental practices, responsible sourcing of natural resources and improvements to the environmental performance of our products. These include promoting compliance with our Vendor Code of Conduct, Human Rights Policy and Conflict Minerals Compliance Programs, pursuing our commitment to responsible wood sourcing, seeking to maintain products that are safe and compliant with applicable industry standards and state and federal regulations and increasing our offering of independently-certified products that have validated environmental claims.

We have a wood sourcing policy with principles that we expect our vendors to follow, including no illegal logging; no deforestation; no sourcing of endangered species; the protection and preservation of biodiversity; and undergoing and securing Free, Prior and Informed Consent, as defined by the United Nations, wherever applicable. We have enhanced our wood sourcing policy to include a more robust risk-based approach, including new wood sourcing risk levels by country, improved monitoring practices and a new forestry grievance process.

Operational Excellence

We are focused on strengthening our business resilience and improving operational efficiency to reduce our impact on the environment. Our Board’s Sustainability Committee monitors and oversees progress toward our climate-related goals and targets, our Sustainability Steering Committee leads management’s efforts to integrate corporate responsibility into our business, and our retail facilities and sustainability teams manage and track our operational energy use.

In December 2022, we established a goal to reachnet-zero emissions across the Company’s scope 1, 2 and 3 greenhouse gas emissions (“GHG”) by 2050. Last year, after reviewing our recent progress, we increased our original 2030 interim emissions reduction targets from our 2021 emissions baseline for scope 1 and 2 from 40% to 42% and scope 3 from 22.5% to 25%. We report on our progress annually in our Corporate Responsibility Report, to CDP and vialowes.com/net-zero.

To reach these targets, we will focus on increasing operational efficiency and working to reduce emissions across our full value chain. We are making further investments in energy efficiency and renewable energy within our operations, while exploring emerging technologies to reduce emissions associated with our vehicle fleet and facilities. We are also focused on partnering with suppliers to decrease scope 3 emissions. We encourage suppliers to report their emissions to CDP, giving suppliers more insight into how they generate emissions, which is the first step toward helping them reduce upstream emissions. This collaboration can help suppliers increase their operational efficiency and reduce their emissions through the use of renewable energy andlow-carbon innovations. When our suppliers mitigate their impacts on the climate, Lowe’s own scope 3 emissions can be reduced.

Lowe’s participates in the CDP’s climate change, forests and water security questionnaires to benchmark and quantify our environmental practices and provide transparency on our progress. Additionally, our annual Corporate Responsibility Report references the Sustainable Accounting Standards Board, the Global Reporting Initiative, and the U.N. Sustainable Development Goals, and we publish our Task Force on Climate-related Financial Disclosures (“TCFD”) Report to assess our climate-related risks and opportunities and better understand the potential impacts on our value chain.

More information about Lowe’s corporate responsibility efforts is available on our website at responsibility.lowes.com. Our corporate responsibility goals are aspirational and may change, and statements regarding our goals are not guarantees or promises that they will be met.

SHAREHOLDER ENGAGEMENT

Lowe’s recognizes the value of engaging with our shareholders and understanding their views. This past year, members of Lowe’s management and the Board’s Lead Independent Director continued our long-standing practice of shareholder engagement, reinforcing our history of strong, long-term relationships with our shareholders. In December 2024, we continued our biennial tradition of holding an Analyst and Investor Conference and invited institutional shareholders to attend presentations by the Lowe’s executive team on key growth initiatives and near- and long-term financial targets. We conduct shareholder outreach throughout the year so we can understand and consider the issues of importance to our shareholders and are able to address them appropriately.

Since the beginning of fiscal 2024, we have met with shareholders representing over 75% of our institutionally-held shares in a number of forums, including as part of our regular investor relations outreach efforts and governance and sustainability focused dialogues. We report the feedback from our shareholders on a regular cadence to the Board’s Nominating and Governance Committee and other relevant committees as appropriate, who also provide updates to the full Board. The Board and the management teams have used this shareholder feedback to inform numerous changes to enhance our compensation, governance, human capital and sustainability efforts over the past several years, including:

The following diagram provides an overview of Lowe’s shareholder engagement cycle:

This past winter, we conducted a round of investor engagement focused primarily on governance, sustainability and human capital topics. As part of this engagement effort, we contacted 30 investors, representing approximately 45% of our outstanding shares at the time of outreach and met with 22 investors, representing approximately 37% of our outstanding shares, and one proxy advisory firm. Our Lead Independent Director met with shareholders representing approximately 29% of our outstanding shares. Overall, we received generally positive feedback on our current governance, compensation and sustainability practices.

CORPORATE GOVERNANCE BEST PRACTICES

Sound and Effective Board Practices

Active Board oversight of Lowe’s strategy, business initiatives, industry positioning, workforce management, culture and environmental and social topics

Active Board oversight of risk management, including cybersecurity, data protection, privacy and artificial intelligence

Active Board engagement in succession planning of executive officers

Annual Board, committee, individual director and CEO evaluations

Robust shareholder engagement program, including participation of Lead Independent Director

Diverse, Engaged Board with Demonstrated Commitment to Refreshment and Independence

11 out of 12 director nominees (92%) are independent

Eight out of 12 director nominees (67%) are diverse with six (50%) people of color and four (33%) women

Annual review of Board leadership structure

Lead Independent Director with robust and well-defined responsibilities

Audit, Compensation, Nominating and Governance, Sustainability and Technology Committees are composed solely of independent directors

Executive sessions of independent directors led by the Lead Independent Director at each Board meeting

Director mandatory retirement age of 75 years old

Proactive Board and committee refreshment with focus on optimal mix of skills and experience

Commitment to Shareholder Rights

Shareholder ability to call special meetings

Market standard shareholder right of proxy access

Directors elected annually to serve one-year terms

Majority voting standard with director resignation policy in uncontested director elections

No shareholder rights plan

Robust year-round shareholder engagement process

Proxy Statement

The Board of Directors of Lowe’s Companies, Inc. is providing these materials to you in connection with the 2025 Annual Meeting of Shareholders. The Annual Meeting will be held online via audio webcast at 10:00 a.m., Eastern Time, on Friday, May 30, 2025 at www.virtualshareholdermeeting.com/LOW2025. This Proxy Statement and related materials were first made available starting April 17, 2025.