What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-24 compared with 2024-03-25 · 38 added, 65 removed, 298 unchanged (26% of the section changed)

5 unchanged sentences

These updates are expected to continue for the next few years, and management will continue to evaluate the design and implementation of the Company’s internal controls over financial reporting as the transformation continues.

No change in the Company’s internal control over financial reporting occurred during the fiscal fourth quarter ended February 2, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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

Item 9B - Other Information

During the three months ended February 2, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement ” (as those terms are defined in Regulation S-K, Item 408).

On March 20, 2025 , Marvin R.

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

After the contemplated sales, which Mr.

Ellison has stated are for estate planning purposes, Mr.

Ellison will continue to have a significant stake in the Company, with the shares subject to the trading plan representing less than 8% of the Company shares beneficially owned by Mr.

Ellison, as determined under SEC rules, as well as holding additional performance share units, stock options, and restricted stock awards that remain subject to vesting over the course of his continued employment pursuant to the terms of the awards.

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Item 10 - Directors, Executive Officers and Corporate Governance

1 unchanged sentence

The other information required by this item is furnished by incorporation by reference to the information under the headings “Proposal 1:

Election of Directors”, “Corporate Governance”, and “Additional Information - Shareholder Proposals for the 2025 Annual Meeting” in the definitive Proxy Statement for the 2024 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended February 2, 2024 (the Proxy Statement).

Election of Directors”, “Corporate Governance”, “Additional Information - Shareholder Proposals for the 2026 Annual Meeting”, and “Compensation Discussion and Analysis - Other Compensation Policies - Trading in Company Securities” in the definitive Proxy Statement for the 2025 annual meeting of shareholders, which will be filed with the SEC within 120 days after the fiscal year ended January 31, 2025 (the Proxy Statement).

We have adopted a written code of business conduct and ethics, which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act, which we refer to as the Lowe’s Code of Business Conduct and Ethics (the Code).

15 unchanged sentences

The information required by this item is furnished by incorporation by reference to the information under the heading “Audit Matters – Fees Paid to the Independent Registered Public Accounting Firm” in the Proxy Statement.

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Item 15 – Exhibits and Financial Statement Schedules

2 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Earnings for each of the three fiscal years in the period ended February 2 , 202 4

Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended February 2 , 202 4

Consolidated Balance Sheets a s of February 2, 2024 and February 3, 2023

Consolidated Statements of Shareholders’ (Deficit)/Equity for each of the three fiscal years in the period ended February 2 , 202 4

Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended February 2 , 202 4

Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended February 2 , 202 4

Consolidated Statements of Earnings for each of the three fiscal years in the period ended January 31, 2025

Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended January 31, 2025

Consolidated Balance Sheets as of January 31, 2025 and February 2 , 202 4

Consolidated Statements of Shareholders’ Deficit for each of the three fiscal years in the period ended January 31, 2025

Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended January 31, 2025

Notes to Consolidated Financial Statements for each of the three fiscal years in the period ended January 31, 2025

Financial Statement Schedules

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

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Exhibit Number Incorporated by Reference

24 unchanged sentences

8-K 001-07898 4.1 September 11, 2007

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Exhibit Number Incorporated by Reference

16 unchanged sentences

8-K 001-07898 4.1 September 10, 2014

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Exhibit Number Incorporated by Reference

16 unchanged sentences

8-K 001-07898 4.2 March 27, 2020

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Exhibit Number Incorporated by Reference

20 unchanged sentences

8-K 001-07898 4.2 September 8, 2022

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Exhibit Number Incorporated by Reference

19 unchanged sentences

4.27 Description of Securities.

10-K 001-07898 4.27 March 25, 2024

10.1 Lowe’s Companies, Inc.

4 unchanged sentences

S-8 333-249586 99.1 October 21, 2020

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Exhibit Number Incorporated by Reference

2 unchanged sentences

10.3 Lowe’s Companies Benefit Restoration Plan, as amended and restated as of January 1, 2025.*‡

10-Q 001-07898 10.2 December 12, 2007

10.4 Amendment No.

1 to the Lowe’s Companies Benefit Restoration Plan.*

10-K 001-07898 10.10 March 29, 2011

10.5 Amendment No.

2 to the Lowe’s Companies Benefit Restoration Plan.*

10-K 001-07898 10.11 March 29, 2011

10.6 Amendment No.

3 to the Lowe’s Companies Benefit Restoration Plan.*

10-Q 001-07898 10.1 December 1, 2011

10.7 Amendment No.

4 to the Lowe’s Companies Benefit Restoration Plan.*

10-Q 001-07898 10.1 September 4, 2012

10.8 Amendment No.

5 to the Lowe’s Companies Benefit Restoration Plan.*

10-Q 001-07898 10.1 December 3, 2013

10.9 Amendment No.

6 to the Lowe’s Companies Benefit Restoration Plan.*

10-K 001-07898 10.1 March 31, 2015

10.10 Amendment No.

7 to the Lowe’s Companies Benefit Restoration Plan.*

10-K 001-07898 10.16 April 4, 2017

10.11 Lowe’s Companies Cash Deferral Plan.*

10-Q 001-07898 10.1 June 4, 2004

10.12 Amendment No.

1 to the Lowe’s Companies Cash Deferral Plan.*

10-Q 001-07898 10.1 December 12, 2007

10.13 Amendment No.

2 to the Lowe’s Companies Cash Deferral Plan.*

10-Q 001-07898 10.2 December 1, 2010

10.4 Lowe’s Companies, Inc.

Cash Deferral Plan, as amended and restated as of January 1, 2025.*‡

10.5 Form of Lowe’s Companies, Inc.

17 unchanged sentences

8-K 001-07898 10.1 May 22, 2018

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.11 Offer Letter between Lowe’s Companies, Inc.

16 unchanged sentences

Pryor entered into on March 15, 2023.*‡

10-K 001-07898 10.24 March 25, 2024

10.16 Form of Lowe’s Companies, Inc.

4 unchanged sentences

10-Q 001-07898 10.2 June 3, 2019

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.18 Form of Lowe’s Companies, Inc.

25 unchanged sentences

10-Q 001-07898 10.3 May 27, 2021

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

10.27 Form of Lowe’s Companies, Inc.

3 unchanged sentences

Severance Plan for Senior Officers as amended and restated May 26, 2022.*

10-Q 001-07898 10.3 August 25, 2022

10-Q 001-07898 10.1 November 27, 2024

10.29 Form of Lowes Companies, Inc.

7 unchanged sentences

10-Q 001-07898 10.3 June 1, 2023

19.1 Lowe’s Companies, Inc.

Insider Trading Policy and Trading Window and Pre-Clearance Policy.‡

21.1 List of Subsidiaries.‡

23.1 Consent of Deloitte & Touche LLP.‡

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

24.1 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).‡

7 unchanged sentences

Rule 10D-1 Compensation Recovery (Clawback) Policy.

10-K 001-07898 97.1 March 25, 2024

97.2 Lowe’s Companies, Inc.

Senior Officer Compensation Recovery (Clawback) Policy.

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10-K 001-07898 97.2 March 25, 2024

99.1 Lowe’s 401(k) Plan, as amended and restated, executed on July 15 , 2024 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).

10-Q 001-07898 99.1 August 29, 2024

99.2 Amendment Number 2024-1 (Plan Loans) to the Lowe’s 401(k) Plan, effective as of January 1, 2025 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡

99.3 Amendment Number 2024-2 (RMDs) to the Lowe’s 401(k) Plan, effective January 1, 2025 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡

101.INS XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡

Exhibit Number Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

99.1 Lowe’s 401(k) Plan, as amended and restated, effective as of January 1, 2023 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).

10-Q 001-07898 99.1 June 1, 2023

99.2 Amendment Number 2023-2 to the Lowe’s 401(k) Plan, effective September 25, 2023 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).

10-Q 001-07898 99.1 November 29, 2023

99.3 Amendment Number 2023-3 to the Lowe’s 401(k) Plan, effective January 1, 2024 (filed to include this amendment as an exhibit to the Registration Statement on Form S-8, Registration No.033-29772).‡

101.INS XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.‡

101.SCH XBRL Taxonomy Extension Schema Document.‡

8 unchanged sentences

Item 16 – Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

10 unchanged sentences

Senior Vice President, Tax and Chief Accounting Officer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

17 unchanged sentences

Dreiling Date

/s/ Navdeep Gupta Director March 24, 2025

Navdeep Gupta Date

Rogers Director March 24, 2025

/s/ Lawrence Simkins Director March 24, 2025

Lawrence Simkins Date

/s/ Bertram L.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures