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(Mark One)

Commission File Number 1-7898

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes  ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

This Form 10-Q 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”, “potential”, “opportunity”, “outlook”, “scenario”, “guidance”, and similar expressions are forward-looking statements. Forward-looking statements involve, among other things, expectations, projections, and assumptions about future financial and operating results, objectives (including objectives related to environmental and social matters), business outlook, priorities, sales growth, shareholder value, capital expenditures, cash flows, the housing market, the home improvement industry, demand for products and services including customer acceptance of new offerings and initiatives, macroeconomic conditions and consumer spending, share repurchases, and Lowe’s strategic initiatives, including those relating to acquisitions and dispositions and the impact of such transactions on our strategic and operational plans and financial results. Such statements involve risks and uncertainties and we can give no assurance that they will prove to be correct. Actual results may differ materially from those expressed or implied in such statements.

A wide variety of potential risks, uncertainties, and other factors could materially affect our ability to achieve the results either expressed or implied by these forward-looking statements including, but not limited to, the occurrence of any event or other circumstance that could give rise to the right of one or both of the parties to terminate the stock purchase agreement between Lowe’s and Foundation Building Materials (“FBM”), the failure to obtain the regulatory approval or to satisfy the other conditions to the proposed transaction in the expected timeframe or at all, the risk of litigation and/or regulatory actions related to the proposed transaction, the potential adverse effects to the businesses of Lowe’s or FBM during the pendency of the transaction, the possibility that the anticipated benefits and synergies of the transaction are not realized when expected, or at all, including as a result of the impact of, or problems arising from, the integration of the two companies, changes in general economic conditions, such as volatility and/or lack of liquidity from time to time in U.S. and world financial markets and the consequent reduced availability and/or higher cost of borrowing to Lowe’s and its customers, slower rates of growth in real disposable personal income that could affect the rate of growth in consumer spending, inflation and its impacts on discretionary spending and on our costs, shortages, and other disruptions in the labor supply, interest rate and currency fluctuations, home price appreciation or decreasing housing turnover, age of housing stock, the availability of consumer credit and of mortgage financing, trade policy changes or additional tariffs, outbreaks of pandemics, fluctuations in fuel and energy costs, inflation or deflation of commodity prices, natural disasters, geopolitical or armed conflicts, acts of both domestic and international terrorism, and other factors that can negatively affect our customers.

Investors and others should carefully consider the foregoing factors and other uncertainties, risks and potential events including, but not limited to, those described in “Item 1A - Risk Factors” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” 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 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.

In Millions, Except Per Share and Percentage Data

In Millions, Except Percentage Data

In Millions, Except Par Value Data

The accompanying condensed consolidated financial statements (unaudited) and notes to the condensed consolidated financial statements (unaudited) are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all the disclosures normally required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The condensed consolidated financial statements (unaudited), in the opinion of management, contain all normal recurring adjustments necessary to present fairly the consolidated balance sheets as of August 1, 2025, and August 2, 2024, and the statements of earnings, comprehensive income, and shareholders’ deficit for the three and six months ended August 1, 2025, and August 2, 2024, and cash flows for the six months ended August 1, 2025, and August 2, 2024. The January 31, 2025, consolidated balance sheet was derived from the audited financial statements.

These interim condensed consolidated financial statements (unaudited) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Lowe’s Companies, Inc. (the Company) Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (the Annual Report). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

There have been no significant changes in the accounting pronouncements not yet adopted from those disclosed in the Annual Report. Accounting pronouncements not disclosed in this Form 10-Q or in the Annual Report are either not applicable to the Company or are not expected to have a material impact to the Company.

On April 9, 2025, the Company entered into a definitive agreement to acquire Artisan Design Group (ADG). ADG is a leading nationwide provider of design, distribution and installation services for interior surface finishers, including flooring, cabinets and countertops, to national, regional and local home builders and property managers. The acquisition is expected to expand the Company’s Pro customer offering into a new distribution channel within a highly fragmented market. The acquisition was completed on June 2, 2025, for an aggregate cash purchase price of $1.3 billion and is included in the investing section of the consolidated statements of cash flows, net of cash acquired. Acquisition-related costs were expensed as incurred.

The following table summarizes our preliminary aggregate purchase price allocation:

Intangible assets acquired totaled $714 million, and include trademarks of $130 million with a useful life of 15 years, customer relationships of $550 million with a useful life of 20 years, backlog of $26 million, and non-compete agreements of $8 million with a useful life of 5 years, each of which are included in the intangibles-net line item within the accompanying consolidated balance sheet. Goodwill of $379 million is primarily attributable to the synergies expected to arise after the acquisition. We expect $312 million of goodwill to be deductible for tax purposes.

We have completed valuation analyses necessary to assess the fair values of the assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. These fair values were based on management’s estimates and assumptions; however, the amounts indicated above are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. Accordingly, there may be adjustments to the assigned values of acquired assets and liabilities assumed. The final determination of acquisition date fair values and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.

Pro forma revenue and earnings since acquisition has not been provided as the acquisition was not material to the consolidated financial statements.

Net sales consists primarily of revenue, net of sales tax, associated with contracts with customers for the sale of goods and services in amounts that reflect consideration the Company is entitled to in exchange for those goods and services.

The following table presents the Company’s sources of revenue:

(In millions)			Three Months Ended												Six Months Ended
			August 1, 2025						August 2, 2024						August 1, 2025						August 2, 2024
Products			$	22,973					$	22,709					$	43,141					$	43,396
Services			655						548						1,200						1,080
Other			331						329						547						474
Net sales			$	23,959					$	23,586					$	44,888					$	44,950

A provision for anticipated merchandise returns is provided through a reduction of sales and cost of sales in the period that the related sales are recorded.  The merchandise return reserve is presented on a gross basis, with a separate asset and liability included in the consolidated balance sheets. The balances and classification within the consolidated balance sheets for anticipated sales returns and the associated right of return assets are as follows:

(In millions)			Classification			August 1, 2025						August 2, 2024						January 31, 2025
Anticipated sales returns			Other current liabilities			$	211					$	207					$	167
Right of return assets			Other current assets			123						119						99

Retail deferred revenue consists of amounts received for which customers have not yet taken possession of the merchandise or for which installation has not yet been completed. The majority of revenue for goods and services is recognized in the quarter following revenue deferral. Stored-value cards deferred revenue includes outstanding stored-value cards such as gift cards and returned merchandise credits that have not yet been redeemed. Deferred revenue for retail and stored-value cards are as follows:

(In millions)			August 1, 2025						August 2, 2024						January 31, 2025
Retail deferred revenue			$	1,095					$	922					$	770
Stored-value cards deferred revenue			463						495						588
Deferred revenue			$	1,558					$	1,417					$	1,358

The Company defers revenues for its separately-priced long-term extended protection plan contracts (Lowe’s protection plans) and recognizes revenue on a straight-line basis over the respective contract term. Expenses for claims are recognized in cost of sales when incurred.

(In millions)			August 1, 2025						August 2, 2024						January 31, 2025
Deferred revenue - Lowe’s protection plans			$	1,283					$	1,256					$	1,268

The following table presents the Company’s net sales disaggregated by merchandise division:

			Three Months Ended																								Six Months Ended
			August 1, 2025												August 2, 2024												August 1, 2025												August 2, 2024
(In millions)			Net Sales						%						Net Sales						%						Net Sales						%						Net Sales						%
Home Décor1			$	8,359					34.9		%				$	8,181					34.7		%				$	15,911					35.4		%				$	15,847					35.3		%
Hardlines2			7,817						32.6						7,718						32.7						14,221						31.7						14,357						31.9
Building Products3			7,084						29.6						7,077						30.0						13,635						30.4						13,726						30.5
Other			699						2.9						610						2.6						1,121						2.5						1,020						2.3
Total			$	23,959					100.0		%				$	23,586					100.0		%				$	44,888					100.0		%				$	44,950					100.0		%

1    Home Décor includes the following product categories: Appliances, Décor, Flooring, Kitchens & Bath, and Paint.

2    Hardlines includes the following product categories: Hardware, Lawn & Garden, Seasonal & Outdoor Living, and Tools.

3    Building Products includes the following product categories: Building Materials, Electrical, Lumber, Millwork, and Rough Plumbing.

Short-term and long-term investments include restricted balances pledged as collateral primarily for the Lowe’s protection plans program and are as follows:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of the hierarchy are defined as follows:

•Level 1 - inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities

•Level 2 - inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly

•Level 3 - inputs to the valuation techniques that are unobservable for the assets or liabilities

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of August 1, 2025, August 2, 2024, and January 31, 2025:

												Fair Value Measurements at
(In millions)			Classification			Measurement Level						August 1, 2025						August 2, 2024						January 31, 2025
Available-for-sale debt securities:
U.S. Treasury securities			Short-term investments			Level 1						$	225					$	184					$	199
Money market funds			Short-term investments			Level 1						60						81						91
Commercial paper			Short-term investments			Level 2						48						29						49
Certificates of deposit			Short-term investments			Level 1						37						13						13
Foreign government debt securities			Short-term investments			Level 2						19						—						4
Corporate debt securities			Short-term investments			Level 2						5						21						16
Municipal obligations			Short-term investments			Level 2						2						2						—
U.S. Treasury securities			Long-term investments			Level 1						125						188						150
Corporate debt securities			Long-term investments			Level 2						119						79						88
Foreign government debt securities			Long-term investments			Level 2						22						22						37
Municipal obligations			Long-term investments			Level 2						7						3						2
Derivative instruments:
Fixed-to-floating interest rate swaps			Other current liabilities			Level 2						$	6					$	—					$	11
Fixed-to-floating interest rate swaps			Other liabilities			Level 2						24						57						35

There were no transfers between Levels 1, 2, or 3 during any of the periods presented.

When available, quoted prices were used to determine fair value.  When quoted prices in active markets were available, financial assets were classified within Level 1 of the fair value hierarchy.  When quoted prices in active markets were not available, fair values for financial assets and liabilities classified within Level 2 were determined using pricing models, and the

inputs to those pricing models were based on observable market inputs.  The inputs to the pricing models were typically benchmark yields, reported trades, broker-dealer quotes, issuer spreads and benchmark securities, among others.

The Company has performance-based contingent consideration related to the fiscal 2022 sale of the Canadian retail business which is classified as a Level 3 long-term investment, and such contingent consideration had an estimated fair value of zero as of August 1, 2025, August 2, 2024, and January 31, 2025. The Company’s measurements of fair value of the contingent consideration are based on an income approach, which requires certain assumptions considering operating performance of the business and a risk-adjusted discount rate. Changes in the estimated fair value of the contingent consideration are recognized within selling, general and administrative expenses (SG&A) in the consolidated statements of earnings.

The rollforward of the fair value of contingent consideration for the three and six months ended August 1, 2025 and August 2, 2024, is as follows:

			Three Months Ended												Six Months Ended
(In millions)			August 1, 2025						August 2, 2024						August 1, 2025						August 2, 2024
Beginning balance			$	—					$	—					$	—					$	—
Change in fair value			—						43						—						43
Proceeds received			—						(43)						—						(43)
Ending balance			$	—					$	—					$	—					$	—

During the three and six months ended August 1, 2025, and August 2, 2024, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

The Company’s financial assets and liabilities not measured at fair value on a recurring basis include cash and cash equivalents, accounts receivable, short-term borrowings, accounts payable, and long-term debt and are reflected in the financial statements at cost. With the exception of long-term debt, cost approximates fair value for these items due to their short-term nature. As further described in Note 8, certain long-term debt is associated with a fair value hedge and the changes in fair value of the hedged debt is included in the carrying value of long-term debt in the consolidated balance sheets. The fair values of the Company’s unsecured notes were estimated using quoted market prices. The fair values of the Company’s mortgage notes were estimated using discounted cash flow analyses, based on the future cash outflows associated with these arrangements and discounted using the applicable incremental borrowing rate.

Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations, are as follows:

The Company has an agreement with a third party to provide a supplier finance program which facilitates participating suppliers’ ability to finance payment obligations from the Company with designated third-party financial institutions. Participating suppliers may, at their sole discretion, make offers to finance one or more payment obligations of the Company prior to their scheduled due dates at a discounted price to participating financial institutions. The Company’s outstanding payment obligations that suppliers financed to participating financial institutions, which are included in accounts payable on the

consolidated balance sheets, are as follows:

(In millions)						August 1, 2025						August 2, 2024						January 31, 2025
Financed payment obligations						$	1,326					$	1,447					$	1,511

The Company’s commercial paper program is supported by the $2.0 billion five-year unsecured revolving credit agreement entered into in September 2023 (2023 Credit Agreement) and the $2.0 billion five-year unsecured third amended and restated credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).  The amounts available to be drawn under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement are reduced by the amount of borrowings under the commercial paper program. As of August 1, 2025, August 2, 2024, and January 31, 2025, there were no outstanding borrowings under the Company’s commercial paper program, the 2023 Credit Agreement, or the Third Amended and Restated Credit Agreement. Total combined availability under the 2023 Credit Agreement and the Third Amended and Restated Credit Agreement was $4.0 billion as of August 1, 2025.

The Company utilizes fixed-to-floating interest rate swap agreements as fair value hedges on certain debt. The notional amounts for the Company’s material derivative instruments are as follows:

See Note 5 for the gross fair values of the Company’s outstanding derivative financial instruments and corresponding fair value classifications. The cash flows related to settlement of the Company’s hedging derivative financial instruments are classified in the consolidated statements of cash flows based on the nature of the underlying hedged items.

The Company accounts for the fixed-to-floating interest rate swap agreements as fair value hedges using the shortcut method of accounting under which the hedges are assumed to be perfectly effective. Thus, the change in fair value of the derivative instruments offsets the change in fair value on the hedged debt, and there is no net impact in the consolidated statements of earnings from the fair value of the derivatives.

The Company has a share repurchase program that is executed through purchases made from time to time either in the open market, which may be made under pre-set trading plans meeting the requirements of Rule 10b5-1(c) of the Securities Exchange Act of 1934, or through private off-market transactions. Shares purchased under the repurchase program are returned to authorized and unissued status. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, remaining excess of cost over par value is charged to accumulated deficit. As of August 1, 2025, the Company had $10.8 billion remaining in its share repurchase program. In fiscal 2025, the Company paused its share repurchase program.

The Company also withholds shares from employees to satisfy either the exercise price of stock options exercised or the statutory withholding tax liability resulting from the vesting of share-based awards.

Total shares repurchased for the three and six months ended August 1, 2025, and August 2, 2024, were as follows:

1 Includes excise tax on share repurchases in excess of issuances as part of the cost basis of the shares acquired.

The Company calculates basic and diluted earnings per common share using the two-class method. The following table reconciles earnings per common share for the three and six months ended August 1, 2025, and August 2, 2024:

Net interest expense is comprised of the following:

			Three Months Ended												Six Months Ended
(In millions)			August 1, 2025						August 2, 2024						August 1, 2025						August 2, 2024
Long-term debt			$	351					$	364					$	709					$	729
Lease obligations			5						6						10						12
Interest income			(42)						(52)						(67)						(74)
Interest capitalized			(2)						(1)						(4)						(2)
Interest on tax uncertainties			1						—						2						3
Other			—						—						—						1
Interest – net			$	313					$	317					$	650					$	669

Supplemental disclosures of cash flow information:

			Six Months Ended
(In millions)			August 1, 2025						August 2, 2024
Cash paid for interest, net of amount capitalized			$	721					$	735
Cash paid for income taxes – net1			657						1,004
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities			$	15					$	33
Leased assets obtained in exchange for new operating lease liabilities2			293						353
Cash dividends declared but not paid			673						654

1 Cash paid for income taxes - net for the six months ended August 1, 2025, and August 2, 2024, includes $453 million and $541 million, respectively, of cash paid for the purchase of federal transferable tax credits

2 Excludes $48 million of leases signed but not yet commenced as of August 1, 2025.

The Company’s home improvement operations represent a single operating segment designed to enable customers to purchase products and services seamlessly through all channels. The Company’s chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer. The CODM has the ultimate decision-making authority for resource allocation and assessing the performance of the Company. Thereby, the CODM regularly reviews consolidated net earnings as the measure of segment profit or loss, as well as significant segment expenses included in the below table, to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. The CODM also uses these measures in monitoring plan versus actual results. The CODM does not review segment assets at a different asset level or category than those disclosed in the consolidated balance sheets.

The following presents the Company’s operating results, including significant segment expenses.

1    Other SG&A items primarily include financial services costs, technology service costs, insurance costs, impairment costs, and store environment initiative and display costs.

On August 20, 2025, the Company announced it has entered into a definitive agreement (the Agreement) to acquire Foundation Building Materials (FBM) for approximately $8.8 billion. FBM is expected to accelerate the Company’s Total Home strategy by enhancing its offering to Pro customers through expanded capabilities, faster fulfillment, improved digital tools, a robust trade credit platform, and significant cross-selling opportunities between FBM and Lowe's. The Company intends to fund the

acquisition through a combination of short-term and long-term debt. The transaction is expected to close in the fourth quarter of fiscal 2025, subject to customary closing conditions, including regulatory approval.

To the Board of Directors and Shareholders of Lowe’s Companies, Inc.

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheets of Lowe’s Companies, Inc. and subsidiaries (the “Company”) as of August 1, 2025 and August 2, 2024, the related condensed consolidated statements of earnings, comprehensive income, and shareholders’ deficit for the fiscal three-month and six-month periods ended August 1, 2025 and August 2, 2024, and cash flows for the fiscal six-month periods ended August 1, 2025 and August 2, 2024, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 31, 2025, and the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 24, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity and capital resources during the three and six months ended August 1, 2025, and August 2, 2024. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025 (the Annual Report), as well as the consolidated financial statements (unaudited) and notes to the consolidated financial statements (unaudited) contained in this report. Unless otherwise specified, all comparisons made are to the corresponding period of fiscal 2024. This discussion and analysis is presented in four sections:

The following table highlights our financial results:

			Three Months Ended												Six Months Ended
(in millions, except per share data)			August 1, 2025						August 2, 2024						August 1, 2025						August 2, 2024
Net sales			$	23,959					$	23,586					$	44,888					$	44,950
Net earnings			2,398						2,383						4,038						4,137
Diluted earnings per share			$	4.27					$	4.17					$	7.19					$	7.23
Net cash provided by operating activities															$	7,610					$	7,415
Capital expenditures															1,013						808
Repurchases of common stock1															71						1,756
Cash dividend payments															1,290						1,262