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Item 9A. Controls and Procedures

2026-03-23 compared with 2025-03-24 · 55 added, 32 removed, 304 unchanged (22% of the section changed)

2 unchanged sentences

Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Under guidelines established by the SEC, companies are permitted to exclude acquisitions from their first assessment of internal control over financial reporting following the date of acquisition.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting excluded FBM, a wholly owned subsidiary of Lowe's Companies Inc.

that consists of the net assets purchased in October 2025.

FBM’s aggregate assets, excluding goodwill and intangible assets - net, and net sales represented 4.5% and 1.5% of the Company’s consolidated total assets and consolidated net sales, respectively, as of and for the year ended January 30, 2026.

This acquisition is more fully discussed in Note 2 to our Consolidated Financial Statements for fiscal year 2025.

Management’s report on internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and the report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, are included in Item 8 of this Annual Report.

The Company is undergoing a multi-year technology transformation which includes updating and modernizing our merchandise selling system, as well as certain accounting and finance systems.

The Company is undergoing a multi-year technology transformation which includes updating and modernizing our distribution and replenishment systems, as well as certain accounting and finance systems.

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.

1 unchanged sentence

Item 9B - Other Information

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.

During the three months ended January 30, 2026, 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 that term is defined in Regulation S-K, Item 408).

Item 9C - Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

Item 13 - Certain Relationships and Related Transactions, and Director Independence

The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Director Independence”, “Related Person Transactions”, and “Appendix B:

Categorical Standards for Determination of Director Independence” in the Proxy Statement.

The information required by this item is furnished by incorporation by reference to the information under the headings “Corporate Governance – Director Independence”, and “Related Person Transactions” in the Proxy Statement.

Item 14 - Principal Accountant Fees and Services

6 unchanged sentences

Consolidated Statements of Comprehensive Income for each of the three fiscal years in the period ended January 30, 2026

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

Consolidated Balance Sheets as of January 3 0 , 202 6 and January 31 , 202 5

Consolidated Statements of Shareholders’ Deficit for each of the three fiscal years in the period ended January 30, 2026

2 unchanged sentences

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.

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

Exhibit Number Incorporated by Reference

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

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Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

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8-K 001-07898 4.2 March 30, 2023

4.24 Twenty-Third Supplemental Indenture, dated as of September 30, 2025, between Lowe’s Companies, Inc.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association as successor trustee), including as exhibits thereto a form of 3.950% Notes due October 15, 2027, and form of 4.000% Notes due October 15, 2028, a form of 4.250% Notes due March 15, 2031, a form of 4.500% Notes due October 15, 2032 and a form of 4.850% Notes due October 15, 2035.

8-K 001-07898 4.2 September 30, 2025

4.25 Third Amended and Restated Credit Agreement, dated as of December 14, 2021, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S.

6 unchanged sentences

8-K 001-07898 10.1 January 23, 2023

Exhibit Number Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

4.27 Amended and Restated Credit Agreement, dated as of September 1, 2023, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, U.S.

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S-8 333-249586 99.1 October 21, 2020

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Filing Date

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

10-K 001-07898 10.3 March 24, 2025

10.4 Lowe’s Companies, Inc.

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

10-K 001-07898 10.4 March 24, 2025

10.5 Form of Lowe’s Companies, Inc.

21 unchanged sentences

10-Q 001-07898 10.2 September 4, 2018

Exhibit Number Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

10.12 Offer Letter between Lowe’s Companies, Inc.

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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.

3 unchanged sentences

Change in Control Agreement for Tier I Senior Officers.*

10-Q 001-07898 10.7 September 4, 2018

10-Q 001-07898 10.7 August 1, 2025

10.20 Form of Lowe’s Companies, Inc.

22 unchanged sentences

10-Q 001-07898 10.2 May 26, 2022

Exhibit Number Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

10.28 Lowe’s Companies, Inc.

10 unchanged sentences

10-Q 001-07898 10.3 June 1, 2023

10.32 Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative processing agent, co-administrative agent, swing line lender and letter of credit issuer, Wells Fargo Bank, National Association, as co-administrative agent and letter of credit issuer, U.S.

Bank National Association, as syndication agent and L/C issuer, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, and the lenders party thereto.

8-K 001-07898 10.1 September 19, 2025

10.33 Term Loan Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, Goldman Sachs Bank USA, as syndication agent, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, the lenders party thereto.

8-K 001-07898 10.2 September 19, 2025

10.34 364-Day Revolving Credit Agreement, dated as of September 16, 2025, by and among, among others, Lowe’s Companies, Inc., Bank of America, N.A., as administrative processing agent and co-administrative agent, Wells Fargo Bank, National Association, as co-administrative agent, U.S.

Bank National Association, as syndication agent, the co-documentation agents party thereto, the joint lead arrangers and joint bookrunners party thereto, and the lenders party thereto.

8-K 001-07898 10.3 September 19, 2025

10.35 Amendment No.

1 to Amended and Restated Credit Agreement, dated as of September 16, 2025, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto.

8-K 001-07898 10.4 September 19, 2025

Exhibit Number Incorporated by Reference

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

10.36 Stock Purchase Agreement, dated as of August 19, 2025, by and among Lowe’s Companies, Inc., ASP Flag Parent Holdings, Inc.

and ASP Flag Holdings LP.

8-K 001-07898 2.1 August 20, 2025

19.1 Lowe’s Companies, Inc.

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

10-K 001-07898 19.1 March 24, 2025

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).‡

14 unchanged sentences

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.‡

10-K 001-07898 99.2 March 24, 2025

Exhibit Number Incorporated by Reference

Exhibit Description Form File No.

Exhibit Number Exhibit Description Form File No.

Exhibit Filing Date

10-K 001-07898 99.3 March 24, 2025

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.‡

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Raul Alvarez Date

Batchelder Director March 24, 2025

Batchelder Date

Baxter Director March 23, 2026

9 unchanged sentences

Rogers Director March 23, 2026

/s/ Lawrence Simkins Director March 24, 2025

Lawrence Simkins Date

/s/ Bertram L.

Scott Director March 23, 2026

/s/ Lawrence Simkins Director March 23, 2026

Lawrence Simkins Date

/s/ Colleen Taylor Director March 23, 2026

3 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