SEC Form 10-Q filed by Lowe's Companies Inc.

5/28/26 4:49:18 PM ET

$LOW

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 1, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 1-7898

LOWE’S COMPANIES, INC.

(Exact name of registrant as specified in its charter)


North Carolina						56-0578072
(State or other jurisdiction of incorporation or organization)						(I.R.S. 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

Former name, former address and former fiscal year, if changed since last report: Not Applicable

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 (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.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

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.


CLASS						OUTSTANDING AT 5/26/2026
Common Stock, $0.50 par value						560,707,041

LOWE’S COMPANIES, INC.

- TABLE OF CONTENTS -


			Page No.
Forward-Looking Statements			ii
PART I - Financial Information			1
	Item 1.	Financial Statements	1
		Consolidated Statements of Earnings	1
		Consolidated Statements of Comprehensive Income	1
		Consolidated Balance Sheets	2
		Consolidated Statements of Shareholders’ Deficit	3
		Consolidated Statements of Cash Flows	4
		Notes to Consolidated Financial Statements	5
		Note 1: Summary of Significant Accounting Policies	5
		Note 2: Acquisitio ns	5
		Note 3: Revenue	6
		Note 4: Restricted Investments	8
		Note 5: Fair Value Measurements	8
		Note 6 : Goodwill and Intangible Assets	8
		Note 7 : Accounts Payable	10
		Note 8 : Debt	11
		Note 9 : Derivative Instruments	12
		Note 10 : Shareholders’ Deficit	12
		Note 1 1 : Earnings Per Share	12

		Note 1 2 : Supplemental Disclosure	13
		Note 1 3 : Segment Information	13

		Report of Independent Registered Public Accounting Firm	16
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
	Item 4.	Controls and Procedures	22
PART II - Other Information			24
	Item 1.	Legal Proceedings	24
	Item 1A.	Risk Factors	24
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
	Item 5.	Other Information	24
	Item 6.	Exhibits	25
		Signature	26


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FORWARD-LOOKING STATEMENTS

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, trade policy changes and tariffs, 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, 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.


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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Lowe’s Companies, Inc.

Consolidated Statements of Earnings (Unaudited)

In Millions, Except Per Share and Percentage Data


	Three Months Ended
	May 1, 2026				May 2, 2025
Current Earnings	Amount		% Sales		Amount		% Sales
Net sales	$	23,078	100.00	%	$	20,930	100.00	%
Cost of sales	15,535		67.32		13,944		66.62
Gross margin	7,543		32.68		6,986		33.38
Expenses:
Selling, general and administrative	4,423		19.16		4,046		19.33
Depreciation and amortization	566		2.45		446		2.13
Operating income	2,554		11.07		2,494		11.92
Interest – net	399		1.73		337		1.61

Pre-tax earnings	2,155		9.34		2,157		10.31
Income tax provision	527		2.29		516		2.47
Net earnings	$	1,628	7.05%		$	1,641	7.84%


Weighted average common shares outstanding - basic	559				559
Basic earnings per common share	$	2.90			$	2.93
Weighted average common shares outstanding - diluted	560				560
Diluted earnings per common share	$	2.90			$	2.92

See accompanying notes to the consolidated financial statements (unaudited).

Lowe’s Companies, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

In Millions, Except Percentage Data


	Three Months Ended
	May 1, 2026				May 2, 2025
	Amount		% Sales		Amount		% Sales
Net earnings	$	1,628	7.05	%	$	1,641	7.84	%

Cash flow hedges – net of tax	(3)		(0.01)		(3)		(0.01)
Other	(2)		(0.01)		—		—
Other comprehensive loss	(5)		(0.02)		(3)		(0.01)
Comprehensive income	$	1,623	7.03	%	$	1,638	7.83	%

See accompanying notes to the consolidated financial statements (unaudited).


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Lowe’s Companies, Inc.

Consolidated Balance Sheets (Unaudited)

In Millions, Except Par Value Data


	May 1, 2026		May 2, 2025		January 30, 2026
Assets
Current assets:
Cash and cash equivalents	$	786	$	3,054	$	982
Short-term investments	458		368		370
Receivables - net	1,151		96		1,090
Merchandise inventory - net	18,447		18,335		17,300
Other current assets	1,320		822		1,213
Total current assets	22,162		22,675		20,955
Property, less accumulated depreciation	18,254		17,636		18,362
Operating lease right-of-use assets	4,182		3,799		4,303
Long-term investments	247		300		319
Deferred income taxes - net	—		118		—
Goodwill	3,945		311		3,945
Intangible assets - net	5,807		274		5,908
Other assets	344		259		352
Total assets	$	54,941	$	45,372	$	54,144

Liabilities and shareholders' deficit
Current liabilities:
Short-term borrowings	$	380	$	—	$	—
Current maturities of long-term debt	810		4,183		2,431
Current operating lease liabilities	662		562		713
Accounts payable	11,975		11,235		9,762
Accrued compensation and employee benefits	972		853		1,285
Deferred revenue	1,629		1,500		1,477
Other current liabilities	3,846		4,055		3,795
Total current liabilities	20,274		22,388		19,463
Long-term debt, excluding current maturities	36,751		30,541		37,490
Noncurrent operating lease liabilities	3,937		3,669		4,043
Deferred income taxes - net	1,239		—		1,039
Deferred revenue - Lowe's protection plans	1,248		1,266		1,262
Other liabilities	762		762		764
Total liabilities	64,211		58,626		64,061

Shareholders' deficit:
Preferred stock, $5 par value: Authorized – 5.0 million shares; Issued and outstanding – none	—		—		—
Common stock, $0.50 par value: Authorized – 5.6 billion shares; Issued and outstanding – 561 million, 560 million, and 561 million, respectively	280		280		281
Capital in excess of par value	68		13		370
Accumulated deficit	(9,884)		(13,833)		(10,839)
Accumulated other comprehensive income	266		286		271
Total shareholders' deficit	(9,270)		(13,254)		(9,917)
Total liabilities and shareholders' deficit	$	54,941	$	45,372	$	54,144

See accompanying notes to the consolidated financial statements (unaudited).


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Lowe’s Companies, Inc.

Consolidated Statements of Shareholders’ Deficit (Unaudited)

In Millions


	Three Months Ended May 1, 2026
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance January 30, 2026	561	$	281	$	370	$	(10,839)	$	271	$	(9,917)

Net earnings	—	—		—		1,628		—		1,628
Other comprehensive loss	—	—		—		—		(5)		(5)
Cash dividends declared, $1.20 per share	—	—		—		(673)		—		(673)
Share-based payment expense	—	—		60		—		—		60
Repurchases of common stock	(1)	(1)		(364)		—		—		(365)
Issuance of common stock under share-based payment plans	1	—		2		—		—		2

Balance May 1, 2026	561	$	280	$	68	$	(9,884)	$	266	$	(9,270)


	Three Months Ended May 2, 2025
	Common Stock			Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income		Total
	Shares	Amount
Balance January 31, 2025	560	$	280	$	—	$	(14,799)	$	288	$	(14,231)
Net earnings	—	—		—		1,641		—		1,641
Other comprehensive loss	—	—		—		—		(2)		(2)
Cash dividends declared, $1.15 per share	—	—		—		(645)		—		(645)
Share-based payment expense	—	—		53		—		—		53
Repurchases of common stock	(1)	(1)		(41)		(30)		—		(72)
Issuance of common stock under share-based payment plans	1	1		1		—		—		2
Balance May 2, 2025	560	$	280	$	13	$	(13,833)	$	286	$	(13,254)

See accompanying notes to the consolidated financial statements (unaudited).


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Lowe’s Companies, Inc.

Consolidated Statements of Cash Flows (Unaudited)

In Millions


	Three Months Ended
	May 1, 2026		May 2, 2025
Cash flows from operating activities:
Net earnings	$	1,628	$	1,641
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	644		507
Noncash lease expense	169		131
Deferred income taxes	203		126
Loss on property and other assets - net	4		20


Share-based payment expense	65		58
Changes in operating assets and liabilities:
Accounts receivable	(63)		(3)
Merchandise inventory – net	(1,145)		(926)
Other operating assets	(125)		(103)
Accounts payable	2,212		1,945
Other operating liabilities	(242)		(17)
Net cash provided by operating activities	3,350		3,379

Cash flows from investing activities:
Purchases of investments	(337)		(391)
Proceeds from sale/maturity of investments	319		375
Capital expenditures	(521)		(518)
Proceeds from sale of property and other long-term assets	6		2


Other – net	32		(1)
Net cash used in investing activities	(501)		(533)

Cash flows from financing activities:
Net change in commercial paper	378		—

Repayment of debt	(2,376)		(778)
Proceeds from issuance of common stock under share-based payment plans	2		2
Cash dividend payments	(674)		(645)
Repurchases of common stock	(363)		(112)
Other – net	(12)		(20)
Net cash used in financing activities	(3,045)		(1,553)



Net (decrease)/increase in cash and cash equivalents	(196)		1,293
Cash and cash equivalents, beginning of period	982		1,761
Cash and cash equivalents, end of period	$	786	$	3,054

See accompanying notes to the consolidated financial statements (unaudited).


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Lowe’s Companies, Inc.

Notes to Consolidated Financial Statements (Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

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 May 1, 2026, and May 2, 2025, and the statements of earnings, comprehensive income, shareholders’ deficit, and cash flows for the three months ended May 1, 2026, and May 2, 2025. The January 30, 2026, consolidated balance sheet was derived from the audited financial statements.

The Company consolidates the financial results of Foundation Building Materials (FBM) and Artisan Design Group (ADG) on a one-month lag due to differences in reporting calendars.

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 30, 2026 (the Annual Report). The financial results for the interim periods may not be indicative of the financial results for the entire fiscal year.

Reclassifications

Receivables-net, Goodwill, and Intangible assets-net for the prior period ended May 2, 2025, were reclassified to conform with current period presentation and were previously included in Other current assets and Other assets on the consolidated balance sheets.

Accounting Pronouncements Not Yet Adopted

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.

Note 2: Acquisitions

Artisan Design Group (ADG)

On June 2, 2025, the Company completed the acquisition of ADG for an aggregate cash purchase price of $1.3 billion. Acquisition-related costs were expensed as incurred. ADG is a leading nationwide provider of design, distribution and installation services for interior surface finishes, including flooring, cabinets and countertops, to national, regional and local home builders and property managers. The acquisition has enhanced the Company’s Pro customer offerings by expanding its presence into a new distribution channel within a highly fragmented market.

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 intangible assets - net line item within the accompanying consolidated balance sheets. Goodwill of $366 million is primarily attributable to synergies associated with the acquisition. We expect $302 million of goodwill to be deductible for tax purposes.

Foundation Building Materials (FBM)

On October 9, 2025, the Company completed the acquisition of FBM for an aggregate cash purchase price of $8.8 billion. Acquisition-related costs were expensed as incurred. FBM strengthens the Company’s Total Home strategy by expanding our offerings to Pro customers through enhanced capabilities, faster fulfillment, improved digital tools, a robust trade credit platform, and significant cross-selling opportunities between FBM and Lowe's.

Intangible assets acquired totaled $5,041 million, and include trademarks of $950 million with a useful life of 15 years, customer relationships of $3,920 million with a useful life of 20 years, backlog of $75 million, and a non-compete agreement of


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$96 million with a useful life of 5 years, each of which are included in the intangible assets - net line item within the accompanying consolidated balance sheets. Goodwill of $3,254 million is primarily attributable to synergies associated with the acquisition. We expect $993 million of goodwill to be deductible for tax purposes.

The following table summarizes our preliminary aggregate purchase price allocations:


	ADG		FBM
(In millions)	June 2, 2025		October 9, 2025
Allocation:
Cash acquired	$	2	$	71
Receivables	202		912
Merchandise inventory	106		485
Other current assets	28		95
Property	36		512
Operating lease right-of-use assets	137		470
Goodwill	366		3,254
Intangible assets	714		5,041
Other assets	35		17
Current operating lease liabilities	(31)		(92)
Accounts payable	(73)		(325)
Accrued compensation and employee benefits	(29)		(77)
Deferred revenue	(22)		(66)
Other current liabilities	(35)		(150)
Noncurrent operating lease liabilities	(95)		(348)
Deferred income taxes, net	(36)		(995)
Other liabilities	(5)		(26)
Net assets acquired	$	1,300	$	8,778

We have prepared 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 dates. 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 dates. 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 dates 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. Measurement period adjustments recorded were immaterial as of May 1, 2026.

Pro forma revenue and earnings since the acquisitions have not been provided as the acquisitions were not material to the consolidated financial statements.

Note 3: Revenue

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.


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


(In millions)	Three Months Ended
	May 1, 2026		May 2, 2025
Products	$	22,055	$	20,169
Services	706		544
Other	317		217
Net sales	$	23,078	$	20,930

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	May 1, 2026		May 2, 2025		January 30, 2026
Anticipated sales returns	Other current liabilities	$	251	$	245	$	178
Right of return assets	Other current assets	153		144		109

Deferred revenue - retail and stored-value cards

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)	May 1, 2026		May 2, 2025		January 30, 2026
Retail deferred revenue	$	1,157	$	1,001	$	936
Stored-value cards deferred revenue	472		499		541
Deferred revenue	$	1,629	$	1,500	$	1,477

Deferred revenue - Lowe’s protection plans

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)	May 1, 2026		May 2, 2025		January 30, 2026
Deferred revenue - Lowe’s protection plans	$	1,248	$	1,266	$	1,262


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025
Lowe’s protection plans deferred revenue recognized into sales	$	144	$	143
Lowe’s protection plans claim expenses	61		58


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Disaggregation of Revenues

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


	Three Months Ended
	May 1, 2026				May 2, 2025
(In millions)	Net Sales		%		Net Sales		%
Home Décor1	$	7,174	31.1	%	$	7,095	33.9	%
Building Products2	6,813		29.5		6,839		32.7
Hardlines3	6,786		29.4		6,572		31.4
Other	551		2.4		424		2.0
Retail Home Improvement	21,324		92.4		20,930		100.0
Other segment net sales	1,754		7.6		—		—
Total	$	23,078	100.0	%	$	20,930	100.0	%

Note: Merchandise division net sales for the prior period have been reclassified to conform to the current period presentation.

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

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

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

The following table presents the Company’s net sales disaggregated by geographical area:


(In millions)	Three Months Ended
	May 1, 2026		May 2, 2025
United States	$	23,010	$	20,930
Canada	68		—
Net Sales	$	23,078	$	20,930

Note 4: Restricted Investments

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


(In millions)	May 1, 2026		May 2, 2025		January 30, 2026
Short-term restricted investments	$	458	$	368	$	370
Long-term restricted investments	247		300		319
Total restricted investments	$	705	$	668	$	689

Note 5: Fair Value Measurements

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


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Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis as of May 1, 2026, May 2, 2025, and January 30, 2026:


			Fair Value Measurements at
(In millions)	Classification	Measurement Level	May 1, 2026		May 2, 2025		January 30, 2026
Available-for-sale debt securities:
U.S. Treasury securities	Short-term investments	Level 1	$	185	$	205	$	195
Money market funds	Short-term investments	Level 1	90		79		81
Corporate debt securities	Short-term investments	Level 2	84		9		32
Certificates of deposit	Short-term investments	Level 1	53		10		31
Foreign government debt securities	Short-term investments	Level 2	34		4		21
Municipal obligations	Short-term investments	Level 2	9		2		10
Commercial paper	Short-term investments	Level 2	3		59		—

U.S. Treasury securities	Long-term investments	Level 1	199		140		211
Corporate debt securities	Long-term investments	Level 2	44		115		92
Foreign government debt securities	Long-term investments	Level 2	4		38		16
Municipal obligations	Long-term investments	Level 2	—		7		—



Derivative instruments:




Fixed-to-floating interest rate swaps	Other current liabilities	Level 2	$	16	$	6	$	15
Fixed-to-floating interest rate swaps	Other liabilities	Level 2	—		33		—

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 May 1, 2026, May 2, 2025, and January 30, 2026. 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.

Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

During the three months ended May 1, 2026, and May 2, 2025, the Company had no material measurements of assets and liabilities at fair value on a nonrecurring basis subsequent to their initial recognition.

Other Fair Value Disclosures

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 9, 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.


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Carrying amounts and the related estimated fair value of the Company’s long-term debt, excluding finance lease obligations and the 2025 Term Loan, are as follows:


	May 1, 2026				May 2, 2025				January 30, 2026
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Unsecured notes (Level 1)	$	35,186	$	32,070	$	34,275	$	30,563	$	37,530	$	34,907

Note 6: Goodwill and Intangible Assets

Goodwill

There were no changes to the carrying amount of goodwill by reportable segment as of May 1, 2026, from the amounts previously disclosed in the Company’s Annual Report for the fiscal year ended January 30, 2026.

As of May 1, 2026, the Company does not have any goodwill impairment.

Intangible Assets

The gross carrying amount and accumulated amortization of intangible assets, consist of the following:


	May 1, 2026						May 2, 2025						January 30, 2026
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:
Customer-related	$	4,722	$	(233)	$	4,489	$	239	$	(100)	$	139	$	4,722	$	(174)	$	4,548
Trademarks and trade names	1,100		(58)		1,042		20		(19)		1		1,100		(40)		1,060
Other	207		(65)		142		—		—		—		208		(42)		166
Total definite-lived intangible assets	$	6,029	$	(356)	$	5,673	$	259	$	(119)	$	140	$	6,030	$	(256)	$	5,774

Indefinite-lived intangible assets:
Trademark	$	134	$	—	$	134	$	134	$	—	$	134	$	134	$	—	$	134
Total intangible assets	$	6,163	$	(356)	$	5,807	$	393	$	(119)	$	274	$	6,164	$	(256)	$	5,908

Our intangible asset amortization expense was $100 million and $3 million for the three months ended May 1, 2026, and May 2, 2025, respectively.

Note 7: Accounts Payable

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)	May 1, 2026		May 2, 2025		January 30, 2026
Financed payment obligations	$	1,438	$	1,606	$	1,440


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Note 8: Debt

Revolving Credit Facilities

On September 16, 2025, the Company entered into a $2.0 billion five-year unsecured credit agreement (2025 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2030, replacing the Company’s $2.0 billion five-year unsecured revolving credit agreement entered into in December 2021, and as amended (Third Amended and Restated Credit Agreement).

On September 16, 2025, the Company also amended the five-year unsecured revolving credit agreement dated September 1, 2023 (the 2023 Credit Agreement) with a syndicate of banks, which has a maturity date of September 2028 and an aggregate availability of $2.0 billion. Under the amendment, borrowings under the 2023 Credit Agreement will no longer be subject to a SOFR credit spread adjustment.

The 2025 Credit Agreement and the 2023 Credit Agreement (collectively the Long-Term Credit Agreements) support the Company’s commercial paper program. The amounts available to be drawn under the Long-Term Credit Agreements are reduced by the amount of borrowings under the commercial paper program. Outstanding borrowings under the Company’s commercial paper program were $380 million, with a weighted average interest rate of 3.84%, as of May 1, 2026. There were no outstanding borrowings under the Company’s Long-Term Credit Agreements as of May 1, 2026. As of May 2, 2025 and January 30, 2026, there were no outstanding borrowings under the Company’s commercial paper program or the Long-Term Credit Agreements.

On September 16, 2025, the Company also entered into a $1.0 billion 364-day unsecured revolving credit agreement (collectively with the Long-Term Credit Agreements the “Revolving Credit Facilities”) which has a maturity date of September 2026 and had no outstanding borrowings as of May 1, 2026.

Total combined availability under the Revolving Credit Facilities was $4.6 billion as of May 1, 2026.

Long-Term Debt

On September 16, 2025, the Company entered into a $2.0 billion unsecured term loan credit agreement (2025 Term Loan) which has a maturity date of October 2028. There was $2.0 billion in outstanding borrowings under the 2025 Term Loan as of May 1, 2026, with an interest rate of 4.661%.

In addition, on September 30, 2025, the Company issued $5.0 billion of unsecured fixed rate notes (collectively, the September 2025 Notes) as follows:


Principal Amount (in millions)		Maturity Date	Interest Rate	Discount (in millions)
$	650	October 2027	3.950%	$	2
$	750	October 2028	4.000%	$	3
$	1,100	March 2031	4.250%	$	6
$	1,300	October 2032	4.500%	$	8
$	1,200	October 2035	4.850%	$	8

Interest on the September 2025 Notes with October maturity dates is payable semiannually in arrears in April and October of each year until maturity. Interest on the September 2025 Notes with March maturity dates is payable semiannually in arrears in March and September of each year until maturity.

The indenture governing the September 2025 Notes contains a provision that allows the Company to redeem these notes at any time, in whole or in part, at specified redemption prices, plus accrued and unpaid interest. The indenture also contains a provision that allows the holders of the notes to require the Company to repurchase all or any part of their notes if a change of control triggering event occurs. If elected under the change of control provisions, the repurchase of the notes will occur at a purchase price of 101% of the principal amount, plus accrued and unpaid interest. The indenture governing the September 2025 Notes does not limit the aggregate principal amount of debt securities that the Company may issue and does not require the Company to maintain specified financial ratios or levels of net worth or liquidity.


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The discounts associated with these issuances, which include the underwriting and issuance discounts, are recorded in long-term debt and are being amortized over the respective terms of the notes using the effective interest method.

Note 9: Derivative Instruments

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:


(In millions)	May 1, 2026		May 2, 2025		January 30, 2026


Fair value hedges:
Fixed-to-floating interest rate swap agreements	$	550	$	850	$	550

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.

Note 10: Shareholders’ Deficit

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 May 1, 2026, the Company had $10.5 billion remaining in 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 months ended May 1, 2026, and May 2, 2025, were as follows:


	Three Months Ended
	May 1, 2026			May 2, 2025
(In millions)	Shares	Cost		Shares	Cost
Share repurchase program1	1.2	$	302	—	$	1
Shares withheld from employees	0.3	63		0.3	71
Total share repurchases	1.5	$	365	0.3	$	72

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

Note 11: Earnings Per Share

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 months ended May 1, 2026, and May 2, 2025:


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	Three Months Ended
(In millions, except per share data)	May 1, 2026		May 2, 2025
Basic earnings per common share:
Net earnings	$	1,628	$	1,641
Less: Net earnings allocable to participating securities	(5)		(5)
Net earnings allocable to common shares, basic	$	1,623	$	1,636
Weighted-average common shares outstanding	559		559
Basic earnings per common share	$	2.90	$	2.93
Diluted earnings per common share:
Net earnings	$	1,628	$	1,641
Less: Net earnings allocable to participating securities	(5)		(5)
Net earnings allocable to common shares, diluted	$	1,623	$	1,636
Weighted-average common shares outstanding	559		559
Dilutive effect of non-participating share-based awards	1		1
Weighted-average common shares, as adjusted	560		560
Diluted earnings per common share	$	2.90	$	2.92

Anti-dilutive securities excluded from diluted weighted-average common shares	0.3		0.2

Note 12: Supplemental Disclosure

Net interest expense is comprised of the following:


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025
Long-term debt	$	402	$	358
Short-term borrowings	2		—
Lease obligations	4		5

Interest income	(9)		(25)
Interest capitalized	(2)		(2)
Interest on tax uncertainties	1		1
Other	1		—
Interest – net	$	399	$	337

Supplemental disclosures of cash flow information:


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025
Cash paid for interest, net of amount capitalized	$	751	$	665
Cash paid for income taxes – net	47		45
Non-cash investing and financing activities:
Leased assets obtained in exchange for new finance lease liabilities	$	14	$	13
Leased assets obtained in exchange for new operating lease liabilities1	51		203
Cash dividends declared but not paid	673		645

1 Excludes $35 million of leases signed but not yet commenced as of May 1, 2026.

Note 13: Segment Information

The Company’s operations include one reportable operating segment, Retail Home Improvement, and the chief operating decision maker (CODM) is the Chairman, President, and Chief Executive Officer. Our operating segments reflect the way in


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which internally reported financial information is regularly reviewed by the CODM who has the ultimate decision-making authority for resource allocation and assessing performance of our segments.

•Retail Home Improvement Reportable Segment - We are engaged in retail operations that sell a wide assortment of home décor, hardlines, and building products both in stores and online throughout the United States. In addition, we have specialists on-site to provide services, including home improvement installation services, and tool and equipment rental.

•Other - As discussed in Note 2, in 2025, Lowe’s acquired FBM, a leading distributor of interior building products, and ADG, a nationwide provider of design, distribution and installation services for interior surface finishes. FBM operations are organized into two lines of business and represent two operating segments, Ceilings and Wall Systems and Commercial Doors and Hardware. ADG is deemed to be a separate operating segment, referred to as Interior Finishes. These three operating segments do not meet the thresholds prescribed under ASC Topic 280 to be deemed a reportable segment, therefore, results from these operating segments are presented in “Other”.

The CODM regularly reviews operating income as the measure of each operating segment’s profit or loss, as well as significant segment expenses of our Retail Home Improvement segment to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Corporate expenses are allocated to the individual operating segments. 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 table presents the Company’s operating income results for its Retail Home Improvement reportable segment, including significant segment expenses:


	Three Months Ended
	May 1, 2026				May 2, 2025

(In millions, except percentage data)	Amount		% Sales		Amount		% Sales
Net Sales	$	21,324	100.00	%	$	20,930	100.00	%
Less:
Cost of sales	14,079		66.02		13,944		66.62
Expenses:
Employee compensation and benefits	2,847		13.35		2,812		13.44
Occupancy and facility costs	492		2.31		469		2.24
Advertising	207		0.97		199		0.95
Other segment items1	647		3.03		566		2.70
Selling, general and administrative:	4,193		19.66		4,046		19.33

Depreciation and amortization	466		2.19		446		2.13
Operating income	$	2,586	12.13	%	$	2,494	11.92	%

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


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The following table presents a reconciliation of our Retail Home Improvement results to our consolidated totals:


	May 1, 2026
	Retail Home Improvement				Other				Consolidated
(In millions, except percentage data)	Amount		% Sales		Amount		% Sales		Amount		% Sales
Net sales	$	21,324	100.00	%	$	1,754	100.00	%	$	23,078	100.00	%
Operating income	2,586		12.13		(32)		(1.82)		2,554		11.07
Interest – net									399		1.73
Pre-tax earnings									2,155		9.34
Income tax provision									527		2.29
Net earnings									$	1,628	7.05	%

Prior to the fourth quarter of 2025, Retail Home Improvement was our only operating segment and represented our total Company consolidated results. Therefore, a reconciliation to our consolidated totals is not applicable for the quarter ended May 2, 2025.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 May 1, 2026 and May 2, 2025, the related condensed consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows, for the three-month periods ended May 1, 2026 and May 2, 2025, 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 30, 2026, and the related consolidated statements of earnings, comprehensive income, shareholders’ deficit, and cash flows for the year then ended (not presented herein); and in our report dated March 23, 2026, 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 30, 2026, 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.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

May 28, 2026


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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis summarizes the significant factors affecting our consolidated operating results, liquidity and capital resources during the three months ended May 1, 2026, and May 2, 2025. 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 30, 2026 (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 2025. This discussion and analysis is presented in four sections:

•Executive Overview

•Operations

•Financial Condition, Liquidity and Capital Resources

•Critical Accounting Policies and Estimates

EXECUTIVE OVERVIEW

The following table highlights our financial results:


	Three Months Ended
(in millions, except per share data)	May 1, 2026		May 2, 2025
Net sales	$	23,078	$	20,930
Net earnings	1,628		1,641

Diluted earnings per share	$	2.90	$	2.92
Adjusted diluted earnings per share	$	3.03	N/A

Net cash provided by operating activities	$	3,350	$	3,379
Capital expenditures	521		518
Repurchases of common stock1	365		72
Cash dividend payments	674		645

1 Repurchases of common stock on a trade-date basis.

Net sales in the first quarter of fiscal 2026 improved 10.3% to $23.1 billion compared to net sales of $20.9 billion in the first quarter of fiscal 2025. Comparable sales for the first quarter of fiscal 2026 increased 0.6%, consisting of an increase in comparable average ticket of 1.5%, partially offset by a decrease of 0.9% in comparable customer transactions. Net earnings in the first quarter of fiscal 2026 remained consistent with the first quarter of fiscal 2025 at $1.6 billion. Diluted earnings per common share were $2.90 in the first quarter of fiscal 2026 compared to $2.92 in the first quarter of fiscal 2025. Included in the first quarter of 2026 results are pre-tax expenses of $96 million consisting of intangible asset amortization related to the acquisitions of ADG and FBM. Excluding the impact of this item, adjusted diluted earnings per common share were $3.03 in the first quarter of 2026 (see the non-GAAP financial measures discussion).

For the first three months of fiscal 2026, cash flows from operating activities were approximately $3.4 billion, with $521 million used for capital expenditures. Continuing to deliver on our commitment to return cash to shareholders, during the first quarter of fiscal 2026, we paid $674 million in dividends and repaid $2.4 billion of bond maturities as we continued to progress toward our deleveraging commitment.

The first quarter of fiscal 2026 continued to reflect a challenging macroeconomic environment. In addition, winter storms impacted the start of the quarter and delayed the beginning of the spring selling season. As weather improved, customers responded to our seasonal offerings, and we were encouraged by the improvement in demand.

Despite these conditions, we delivered solid first quarter results through disciplined execution and continued progress against our Total Home strategy. We continued to drive growth in Pro, Online and Home Services, supported by our loyalty program, expanded fulfillment options and ongoing investments in technology and productivity initiatives. We remain focused on disciplined execution, productivity and strategic investments that position Lowe’s for sustainable long-term growth.


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Tariffs

Beginning in 2025, the United States enacted significant changes to its trade policy and imposed a series of new tariffs on most imported goods. For 2026, the tariff environment remains dynamic and subject to ongoing modification, including court rulings, changes to existing tariffs and potential for additional tariffs this year. We continue to monitor and comply with these changes and evaluate potential impacts, including possible adjustments to our merchandise assortment, pricing, and global supply chain strategies. The Company is the importer of record for certain imported products and pays tariffs directly. The Supreme Court declared on February 20, 2026 that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were invalid. Significant uncertainty remains as to the refund of IEEPA tariffs, including potential for appeal, timing of eligibility in future refund phases, and ultimate amounts to be received.

OPERATIONS

The following table sets forth the percentage relationship to net sales of each line item of the consolidated statements of earnings (unaudited), as well as the percentage change in dollar amounts from the prior period. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).


	Three Months Ended				Basis Point Increase/(Decrease) in Percentage of Net Sales
	May 1, 2026		May 2, 2025
Net sales	100.00	%	100.00	%	N/A
Gross margin	32.68		33.38		(70)
Expenses:
Selling, general and administrative	19.16		19.33		(17)
Depreciation and amortization	2.45		2.13		32
Operating income	11.07		11.92		(85)
Interest – net	1.73		1.61		12

Pre-tax earnings	9.34		10.31		(97)
Income tax provision	2.29		2.47		(18)
Net earnings	7.05	%	7.84	%	(79)

The following table sets forth key metrics utilized by management in assessing business performance. This table should be read in conjunction with the following discussion and analysis and the consolidated financial statements (unaudited), including the related notes to the consolidated financial statements (unaudited).


	Three Months Ended
Other Metrics	May 1, 2026			May 2, 2025
Comparable sales increase/(decrease) 1	0.6		%	(1.7)		%
Customer transactions (in millions) 2	197			199
Average ticket 2	$	107.65		$	105.12
At end of period:
Number of retail stores	1,759			1,750
Sales floor square feet (in millions)	196			195
Average retail store size selling square feet (in thousands) 3	112			112
Net earnings to average debt and shareholders’ deficit	22.5		%	26.7		%
Return on invested capital 4	26.8		%	31.0		%

1 A comparable location is a retail location that has been open longer than 13 months. A location that is identified for relocation is no longer considered comparable in the month of its relocation. A location we decide to close is no longer considered comparable as of the beginning of the month in which we announce its closing. Comparable sales include online sales, which positively impacted first quarter fiscal 2026 and fiscal 2025 comparable sales by approximately 185 basis points and 65 basis points, respectively. Acquisitions are typically included in comparable sales after they have been owned for more than 12 months.

2 Customer transactions and average ticket represent metrics used by management to evaluate performance of our retail locations.


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3 Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period.

4 Return on invested capital is calculated using a non-GAAP financial measure. See below for additional information and reconciliations of non-GAAP measures.

Non-GAAP Financial Measures

Adjusted Diluted Earnings Per Share

Adjusted diluted earnings per share is considered a non-GAAP financial measure. The Company believes this non-GAAP financial measure provides useful insight for analysts and investors in understanding the comparison of operational performance for fiscal 2026. Adjusted diluted earnings per share excludes the impact of a certain item, further described below.

Fiscal 2026 Impacts

During fiscal 2026, the Company recognized financial impacts from the following:

•In the first quarter of fiscal 2026, the Company recognized pre-tax expenses of $96 million consisting of intangible asset amortization related to the acquisitions of Artisan Design Group and Foundation Building Materials (Acquisition of businesses).

Adjusted diluted earnings per share should not be considered an alternative to, or more meaningful indicator of, the Company’s diluted earnings per common share as prepared in accordance with GAAP. The Company’s methods of determining non-GAAP financial measures may differ from the method used by other companies and may not be comparable.


	Three Months Ended
	May 1, 2026
	Pre-Tax Earnings	Tax1	Net Earnings
Diluted earnings per share, as reported			$	2.90
Non-GAAP adjustments – per share impacts
Acquisition of businesses	0.17	(0.04)	0.13






Adjusted diluted earnings per share			$	3.03

1 Represents the corresponding tax benefit or expense specifically related to the item excluded from adjusted diluted earnings per share.

Return on Invested Capital

Return on Invested Capital (ROIC) is calculated using a non-GAAP financial measure. Management believes ROIC is a meaningful metric for analysts and investors as a measure of how effectively the Company is using capital to generate financial returns. Although ROIC is a common financial metric, numerous methods exist for calculating ROIC. Accordingly, the method used by our management may differ from the methods used by other companies. We encourage you to understand the methods used by another company to calculate ROIC before comparing its ROIC to ours.

We define ROIC as the rolling 12 months’ lease adjusted net operating profit after tax (Lease adjusted NOPAT) divided by the average of current year and prior year ending debt and shareholders’ deficit. Lease adjusted NOPAT is a non-GAAP financial measure, and net earnings is considered to be the most comparable GAAP financial measure. The calculation of ROIC, together with a reconciliation of net earnings to Lease adjusted NOPAT, is as follows:


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	Four Quarters Ended
(In millions, except percentage data)	May 1, 2026			May 2, 2025
Calculation of Return on Invested Capital
Numerator
Net Earnings	$	6,641		$	6,843
Plus:
Interest expense – net	1,468			1,299

Operating lease interest	178			176
Provision for income taxes	2,104			2,166
Lease adjusted net operating profit	10,391			10,484
Less:
Income tax adjustment1	2,500			2,520
Lease adjusted net operating profit after tax	$	7,891		$	7,964

Denominator
Average debt and shareholders’ deficit2	$	29,486		$	25,661
Net earnings to average debt and shareholders’ deficit	22.5		%	26.7		%
Return on invested capital	26.8		%	31.0		%

1 Income tax adjustment is defined as lease adjusted net operating profit multiplied by the effective tax rate, which was 24.1% and 24.0% for the periods ended May 1, 2026, and May 2, 2025, respectively.

2 Average debt and shareholders’ deficit is defined as average current year and prior year ending debt, including current maturities, short-term borrowings, and operating lease liabilities, plus the average current year and prior year ending total shareholders’ deficit.

Results of Operations

Net Sales – Net sales in the first quarter of 2026 increased 10.3% to $23.1 billion. Comparable sales increased 0.6%, consisting of a 1.5% increase in comparable average ticket, partially offset by a 0.9% decline in comparable customer transactions.

During the first quarter of 2026, nine of our 13 product categories experienced positive comparable store sales, led by Rough Plumbing, Lawn & Garden, and Appliances. Strength in these categories reflects continued growth with our Pro customer and online, as well as our broad assortment of appliances available next-day to our customers in the majority of the United States.

Gross Margin – For the first quarter of 2026, gross margin as a percentage of sales decreased 70 basis points compared to 2025. The gross margin decline for the quarter was driven by the operational cost structure of acquisitions during 2025, partially offset by favorability from credit revenue.

SG&A – For the first quarter of 2026, SG&A expense leveraged 17 basis points as a percentage of sales compared to the first quarter of 2025, primarily due to the operational cost structure of acquisitions during 2025.

Depreciation and Amortization – Depreciation and amortization deleveraged 32 basis points as a percentage of sales for the first quarter of 2026 compared to 2025, primarily due to amortization of intangible assets of acquired businesses in 2025.

Interest – Net – Net interest expense for the first quarter of 2026 deleveraged 12 basis points as a percentage of sales primarily due to the costs related to the September 2025 debt issuance and the 2025 Term Loan.

Income Tax Provision – Our effective income tax rates were 24.5% and 23.9% for the three months ended May 1, 2026 and May 2, 2025, respectively.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

Cash flows from operations, combined with our continued access to capital markets on both a short-term and long-term basis, as needed, remain adequate to fund our operations, make strategic investments to support long-term growth, return cash to


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shareholders in the form of dividends, and repay debt maturities as they become due. We believe these sources of liquidity will continue to support our business for the next twelve months. As of May 1, 2026, we held $0.8 billion of cash and cash equivalents, as well as $4.6 billion in undrawn capacity on our Revolving Credit Facilities.

Cash Flows Provided by Operating Activities


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025
Net cash provided by operating activities	$	3,350	$	3,379

Cash flows from operating activities continued to provide the primary source of our liquidity. The decrease in net cash provided by operating activities for the three months ended May 1, 2026, compared to the three months ended May 2, 2025, was primarily driven by changes in working capital and lower net earnings.

Cash Flows Used in Investing Activities


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025
Net cash used in investing activities	$	(501)	$	(533)

Net cash used in investing activities primarily consists of transactions related to capital expenditures. Our capital expenditures generally consist of investments in our strategic initiatives to enhance our ability to serve customers, improve existing stores, and support expansion plans. Capital expenditures were $521 million and $518 million for the three months ended May 1, 2026, and May 2, 2025, respectively. For fiscal 2026, our guidance for capital expenditures is approximately $2.5 billion.

Cash Flows Used in Financing Activities


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025
Net cash used in financing activities	$	(3,045)	$	(1,553)

Net cash used in financing activities primarily consists of transactions related to our debt and cash dividend payments.

Debt

The following table includes additional information related to our debt for the three months ended May 1, 2026, and May 2, 2025:


	Three Months Ended
(In millions)	May 1, 2026		May 2, 2025

Repayment of debt	(2,376)		(778)
Net change in commercial paper	378		—
Maximum commercial paper outstanding at any period	1,000		—

Weighted-average interest rate of short-term borrowings outstanding	3.84	%	—	%


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Share Repurchases

We have a share repurchase program, authorized by the Company’s Board of Directors, that is executed through purchases made from time to time either in the open market or through private off-market transactions. We also withhold shares from employees to satisfy tax withholding liabilities on share-based payments. Shares repurchased are retired and returned to authorized and unissued status. The following table provides, on a settlement date basis, the total number of shares repurchased, average price paid per share, and the total amount paid for share repurchases for the three months ended May 1, 2026, and May 2, 2025:


	Three Months Ended
(In millions, except per share data)	May 1, 2026		May 2, 2025
Total amount paid for share repurchases1	$	363	$	112
Total number of shares repurchased	1.5		0.5
Average price paid per share	$	243.36	$	243.44

1 Excludes unsettled share repurchases and unpaid excise taxes.

As of May 1, 2026, we had $10.5 billion remaining available under our share repurchase program with no expiration date.

Dividends are paid in the quarter immediately following the quarter in which they are declared. Dividends paid per share increased from $1.15 per share for the three months ended May 2, 2025, to $1.20 per share for the three months ended May 1, 2026.

Capital Resources

We expect to maintain our investment grade rating and have access to the capital markets on both a short-term and long-term basis when needed for liquidity purposes by issuing commercial paper or new long-term debt. The availability and the borrowing costs of these funds could be adversely affected, however, by a downgrade of our debt ratings or a deterioration of certain financial ratios. The table below reflects our debt ratings by Standard & Poor’s (S&P) and Moody’s as of May 28, 2026, which we are disclosing to enhance understanding of our sources of liquidity and the effect of our ratings on our cost of funds. Our commercial paper and senior debt ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.


Debt Ratings	S&P	Moody’s
Commercial Paper	A-2	P-2
Senior Debt	BBB+	Baa1
Senior Debt Outlook	Stable	Stable

There are no provisions in any agreements that would require early cash settlement of existing debt or leases as a result of a downgrade in our debt rating or a decrease in our stock price.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are described in Note 1 to the consolidated financial statements presented in the Annual Report. Our critical accounting policies and estimates are described in “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report. Our significant and critical accounting policies and estimates have not changed significantly since the filing of the Annual Report.

Item 3. - Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to certain market risks, including changes in interest rates, transportation costs, and commodity prices. The Company’s market risks have not changed materially from those disclosed in the Annual Report for the fiscal year ended January 30, 2026.

Item 4. - Controls and Procedures

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Company’s “disclosure controls and procedures,” (as such term is defined in Rule 13a-15(e)


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promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon their evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of May 1, 2026, 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 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.

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. No change in the Company’s internal control over financial reporting occurred during the quarter ended May 1, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


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Part II – OTHER INFORMATION

Item 1. - Legal Proceedings

The Company is from time to time a party to various lawsuits, claims, and other legal proceedings that arise in the ordinary course of business. With respect to such lawsuits, claims, and proceedings, the Company records reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. The Company applies a threshold of $1,000,000 for purposes of disclosing environmental proceedings involving a governmental authority, if any, under this Item 1. The Company does not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on its results of operations, financial position, or cash flows. The Company maintains liability insurance for certain risks that are subject to certain self-insurance limits.

Item 1A. - Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in Part I, “Item 1A. Risk Factors” in our Annual Report filed with the SEC on March 23, 2026.

Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth information with respect to purchases of the Company’s common stock on a trade date basis made during the three months ended May 1, 2026:


	Total Number of Shares Purchased1	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs2	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs2, 3
January 31, 2026 - February 27, 2026	339	$	282.80	—	$	10,786,142,988
February 28, 2026 - April 3, 2026	1,489,283	243.36		1,224,766	10,486,130,126
April 4, 2026 - May 1, 2026	793	231.35		—	10,486,130,126
As of May 1, 2026	1,490,415	$	243.36	1,224,766	$	10,486,130,126

1The total number of shares repurchased includes shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liability upon the vesting of share-based awards.

2On December 7, 2022, the Company announced that its Board of Directors authorized an additional $15.0 billion of share repurchases with no expiration.

3Excludes excise tax on share repurchases in excess of issuances, which is recognized as part of the cost basis of the shares acquired in the consolidated statements of shareholders’ deficit.

Item 5. - Other Information

During the three months ended May 1, 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 those terms are defined in Regulation S-K, Item 408).


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Item 6. - Exhibits

Exhibit
Number

Incorporated by Reference

Exhibit Description

Form

File No.

Exhibit

Filing Date

3.1

Restated Charter of Lowe’s Companies, Inc.

10-Q

001-07898

3.1

September 1, 2009

3.2

Bylaws of Lowe’s Companies, Inc., as amended and restated November 11, 2022.

8-K

001-07898

3.1

November 16, 2022

10.1

Form of Lowe ’s Companies, Inc. Performance Share Unit Award Agreement.*

10.2

Form of Lowe ’s Companies, Inc. Restricted Stock Award Agreement .*

15.1

Deloitte & Touche LLP Letter re Unaudited Interim Financial Information.‡

31.1

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡

31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡

32.1

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

32.2

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†

101.INS

Inline 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

Inline XBRL Taxonomy Extension Schema Document.‡

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.‡

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.‡

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.‡

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.‡

104

Cover Page Interactive Data File (formatted as Inline XBRL document and included in Exhibit 101).‡

Indicates a management contract or compensatory plan or arrangement.

‡

Filed herewith.

†

Furnished herewith.


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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 thereunto duly authorized.


						LOWE’S COMPANIES, INC.
						(Registrant)

May 28, 2026						By: /s/ Dan C. Griggs, Jr.
Date						Dan C. Griggs, Jr. Senior Vice President, Tax and Chief Accounting Officer


26

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Date	Price Target	Rating	Analyst
5/21/2026	$295.00 → $280.00	Outperform	Telsey Advisory Group
5/12/2026	$285.00	Neutral → Buy	Citigroup
5/5/2026		Neutral	BofA Securities
2/26/2026	$285.00 → $295.00	Outperform	Telsey Advisory Group
1/13/2026	$325.00	Hold → Buy	Gordon Haskett
1/7/2026	$285.00	Equal Weight → Overweight	Barclays
11/20/2025	$305.00 → $285.00	Outperform	Telsey Advisory Group
4/25/2025	$266.00	Sector Weight → Overweight	KeyBanc Capital Markets

SEC Form 10-Q filed by Lowe's Companies Inc.

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