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LOWES COMPANIES INC0000060667false00000606672025-08-202025-08-2000000606672025-10-092025-10-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 9, 2025
lowesgraphicimage01.jpg
LOWE’S COMPANIES, INC.
(Exact name of registrant as specified in its charter)
North Carolina 1-7898 56-0578072
(State or other jurisdiction
of incorporation)
(Commission File
Number)
(IRS Employer
 Identification No.)
1000 Lowes Blvd., Mooresville, NC
28117
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(704) 758-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.50 per share LOW New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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.




Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on August 19, 2025, Lowe’s Companies, Inc., a North Carolina corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with ASP Flag Parent Holdings, Inc., a Delaware corporation (“Target”), and ASP Flag Holdings LP, a Delaware limited partnership (“Seller”), providing for the acquisition by the Company of the business of Foundation Building Materials, Inc. through the purchase of all of the shares of capital stock of Target from Seller (the “Transaction”). On October 9, 2025, the Company completed the Transaction. Pursuant to the Purchase Agreement, the purchase price paid by the Company upon the completion of the Transaction was $8.8 billion in cash, subject to customary adjustments as set forth in the Purchase Agreement (the “Purchase Price”).

The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the description in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2025, which description is incorporated herein by reference, and the full text of the Purchase Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 20, 2025, and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant.

As previously disclosed, on September 16, 2025, the Company entered into a Term Loan Credit Agreement (the “Term Loan Credit Agreement”) with certain lenders party thereto and Bank of America, N.A, as administrative agent, for a $2.0 billion unsecured term loan facility (the “Term Loan Facility”) that will mature on the third anniversary of the signing date thereof to finance a portion of the Purchase Price and other fees and expenses related to the Transaction. In connection with the consummation of the Transaction, on October 9, 2025, the Company drew down the entire Term Loan Facility to pay a portion of the Purchase Price and other fees and expenses related to the Transaction.

The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, a copy of which was filed by the Company as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2025, and which is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On October 9, 2025, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:



Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon request.




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
LOWE’S COMPANIES, INC.
Date: October 9, 2025
By: /s/ Juliette W. Pryor
Name: Juliette W. Pryor
Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1 2 exhibit991-10092025.htm PRESS RELEASE Document


Exhibit 99.1
lowesgraphicimage01a.jpg
October 9, 2025 | Final
For 7:30 a.m. ET Release

LOWE’S COMPLETES ACQUISITION OF FOUNDATION BUILDING MATERIALS


MOORESVILLE, N.C., October 9, 2025 – Lowe’s Companies, Inc. (“Lowe’s” or the “Company”) (NYSE: LOW) today announced that the Company has completed its previously announced acquisition of Foundation Building Materials (“FBM”), an industry-leading building materials and construction products distribution company with over 370 locations across the United States and Canada.

The acquisition of FBM is expected to enhance Lowe’s offering to Pro customers through an expanded product assortment, faster fulfillment, improved digital tools, and a robust trade credit platform. It will provide Lowe’s with significant growth opportunities to expand our Pro footprint, given its complementary presence in key geographies like California, the Northeast and the Midwest. It also creates significant cross-selling opportunities between FBM and Lowe’s as well as the recently acquired Artisan Design Group (“ADG”).

“Completing the acquisition of FBM is an important step in accelerating our Total Home strategy to serve large Pro customers within a $250 billion total addressable market. We would like to extend a warm welcome to the FBM team, and we look forward to building on their proven track record of profitable growth,” said Marvin. R. Ellison, Lowe’s chairman, president, and CEO. “Together with our recent acquisition of ADG, we are creating a comprehensive interior solutions platform to better serve the homebuilder. With these acquisitions, Lowe’s will be well-positioned to expand our market penetration and capitalize on the expected recovery in housing, with an estimated 16 million new homes needed in the U.S. by 2033. By expanding our Pro penetration, we also expect to drive more sustainable sales and profit expansion and deliver long-term shareholder value.”

As previously announced, FBM will continue to be led by its founder, Ruben Mendoza, and its senior leadership team with over 200 years of combined industry experience. Together with Lowe’s, the FBM team will remain dedicated to delivering outstanding service for their Pro customers.

Advisors
Goldman Sachs & Co. LLC and Centerview Partners LLC are acting as financial advisors to Lowe’s. Freshfields LLP is acting as legal advisor to Lowe’s. RBC Capital Markets is acting as sole financial advisor to FBM. Weil, Gotshal & Manges LLP is acting as legal advisor to FBM.

About Lowe’s
Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 100 home improvement company serving approximately 16 million customer transactions a week in the United States. With total fiscal year 2024 sales of more than $83 billion, Lowe’s operates over 1,700 home improvement stores and employs approximately 300,000 associates. Based in Mooresville, N.C., Lowe’s supports the communities it serves through programs focused on creating safe, affordable housing, improving community spaces, helping to develop the next generation of skilled trade experts and providing disaster relief to communities in need. For more information, visit Lowes.com.








About FBM
Founded in 2011 and headquartered in Santa Ana, California, FBM is an industry-leading building materials and construction products distribution company. With over 370 locations across the U.S. and Canada, FBM has an expansive North American reach with a mission to serve the changing needs of the professional construction trades. For more information, visit www.fbmsales.com.


Disclosure Regarding Forward-Looking Statements
This press release 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 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 or as a result of 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" in our most recent Annual Report on Form 10-K and as may be updated from time to time in Item 1A 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.


LOW-IR
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Contacts:
Shareholder/Analyst Inquiries:
Media Inquiries:
Kate Pearlman
Steve Salazar
704-775-3856
steve.j.salazar@lowes.com
kate.pearlman@lowes.com