8-K

LOWES COMPANIES INC (LOW)

8-K 2025-05-21 For: 2025-05-21
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Added on April 03, 2026

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): May 21, 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<br>of incorporation) (Commission File<br>Number) (IRS Employer<br> 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 2.02    Results of Operations and Financial Condition.

On May 21, 2025, Lowe’s Companies, Inc. (the “Company”) issued a press release and related infographic, furnished as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing the Company’s financial results for its first quarter ended May 2, 2025.

The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be 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 any such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description
99.1 Press Release, dated May 21, 2025, announcing the financial results of Lowe’s Companies, Inc. for its first quarter ended May2, 2025.
99.2 Infographic relating to the financial results of Lowe’s Companies, Inc. for its first quarter ended May 2, 2025.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 21, 2025 By: /s/ Dan C. Griggs, Jr.
Name: Dan C. Griggs, Jr.
Title: Senior Vice President, Tax and Chief Accounting Officer

Document

Exhibit 99.1

lowesgraphicimage01a.jpg

May 21, 2025

For 6:00 a.m. ET Release

LOWE’S REPORTS FIRST QUARTER 2025 SALES AND EARNINGS RESULTS

— Comparable Sales Decreased 1.7%; Diluted EPS of $2.92 —

— Affirms Full Year 2025 Outlook —

MOORESVILLE, N.C., May 21, 2025 – Lowe’s Companies, Inc. (NYSE: LOW) today reported net earnings of $1.6 billion and diluted earnings per share (EPS) of $2.92 for the quarter ended May 2, 2025, compared to diluted EPS of $3.06 in the first quarter of 2024.

Total sales for the quarter were $20.9 billion, compared to $21.4 billion in the prior-year quarter. Comparable sales for the quarter decreased 1.7% as unfavorable weather earlier in the quarter was partially offset by mid-single-digit Pro and online comparable sales growth.

“Despite near-term uncertainty and housing market headwinds, our team’s unwavering focus on exceptional customer service has elevated satisfaction scores and earned Lowe’s the #1 ranking in Customer Satisfaction among Home Improvement Retailers* by J.D. Power,” said Marvin R. Ellison, Lowe’s chairman, president and CEO. “Strategic investments in technology, inviting store environments, and our dedicated associates continue to solidify our commitment to serving our customers and communities. I’d like to extend my appreciation to our front-line associates for the dedication and hard work especially during the busy spring season.”

As of May 2, 2025, Lowe’s operated 1,750 stores representing 195.3 million square feet of retail selling space.

Capital Allocation

The company remains committed to generating sustainable shareholder value through a disciplined capital program, as reflected in a dividend payment this quarter of $645 million.

* Lowe’s received the highest score in the J.D. Power 2025 U.S. Home Improvement Retailer Satisfaction Study of customers’ satisfaction with major home improvement retailers. Visit jdpower.com/awards for more details.

Lowe’s Business Outlook

The company is affirming its outlook for full year 2025.

Full Year 2025 Outlook

•Total sales of $83.5 to $84.5 billion

•Comparable sales expected to be flat to up +1% as compared to prior year

•Operating income as a percentage of sales (operating margin) of 12.3% to 12.4%

•Net interest expense of approximately $1.3 billion

•Depreciation and Amortization expense of approximately $1.8 billion

•Effective income tax rate of approximately 24.5%

•Diluted earnings per share of approximately $12.15 to $12.40

•Capital expenditures of approximately $2.5 billion

A conference call to discuss first quarter 2025 operating results is scheduled for today, Wednesday, May 21, at 9 a.m. ET. The conference call will be available by webcast and can be accessed by visiting Lowe’s website at ir.lowes.com and clicking on Lowe’s First Quarter 2025 Earnings Conference Call Webcast. Supplemental slides will be available approximately 15 minutes prior to the start of the conference call. A replay of the call will be archived at ir.lowes.com.

Lowe’s Companies, Inc.

Lowe’s Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 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.

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 occurrence of any event or other circumstance that could give rise to the right of one or both of the parties to terminate the merger agreement between Lowe’s and ADG, the failure to obtain the requisite approvals or to satisfy the other conditions to the proposed merger on a timely basis or at all, the possibility that the anticipated benefits and synergies of the merger 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

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

Lowe’s Companies, Inc.

Consolidated Statements of Current Earnings and Accumulated Deficit (Unaudited)

In Millions, Except Per Share and Percentage Data

Three Months Ended
May 2, 2025 May 3, 2024
Current Earnings Amount % Sales Amount % Sales
Net sales $ 20,930 100.00 $ 21,364 100.00
Cost of sales 13,944 66.62 14,274 66.81
Gross margin 6,986 33.38 7,090 33.19
Expenses:
Selling, general and administrative 4,046 19.33 4,009 18.77
Depreciation and amortization 446 2.13 428 2.00
Operating income 2,494 11.92 2,653 12.42
Interest – net 337 1.61 352 1.65
Pre-tax earnings 2,157 10.31 2,301 10.77
Income tax provision 516 2.47 546 2.56
Net earnings $ 1,641 7.84 $ 1,755 8.21
Weighted average common shares outstanding – basic 559 571
Basic earnings per common share (1) $ 2.93 $ 3.06
Weighted average common shares outstanding – diluted 560 572
Diluted earnings per common share (1) $ 2.92 $ 3.06
Cash dividends per share $ 1.15 $ 1.10
Accumulated Deficit
Balance at beginning of period $ (14,799) $ (15,637)
Net earnings 1,641 1,755
Cash dividends declared (645) (629)
Share repurchases (30) (677)
Balance at end of period $ (13,833) $ (15,188)

(1)    Under the two-class method, earnings per share is calculated using net earnings allocable to common shares, which is derived by reducing net earnings by the earnings allocable to participating securities. Net earnings allocable to common shares used in the basic and diluted earnings per share calculation were $1,636 million for the three months ended May 2, 2025, and $1,750 million for the three months ended May 3, 2024.

Lowe’s Companies, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

In Millions, Except Percentage Data

Three Months Ended
May 2, 2025 May 3, 2024
Amount % Sales Amount % Sales
Net earnings $ 1,641 7.84 $ 1,755 8.21
Cash flow hedges – net of tax (3) (0.01) (3) (0.02)
Other (1)
Other comprehensive loss (3) (0.01) (4) (0.02)
Comprehensive income $ 1,638 7.83 $ 1,751 8.19

Lowe’s Companies, Inc.

Consolidated Balance Sheets (Unaudited)

In Millions, Except Par Value Data

May 2, 2025 May 3, 2024
Assets
Current assets:
Cash and cash equivalents $ 3,054 $ 3,237
Short-term investments 368 264
Merchandise inventory – net 18,335 18,224
Other current assets 918 1,025
Total current assets 22,675 22,750
Property, less accumulated depreciation 17,636 17,531
Operating lease right-of-use assets 3,799 3,829
Long-term investments 300 306
Deferred income taxes – net 118 115
Other assets 844 834
Total assets $ 45,372 $ 45,365
Liabilities and shareholders' deficit
Current liabilities:
Current maturities of long-term debt 4,183 1,294
Current operating lease liabilities 562 552
Accounts payable 11,235 11,737
Accrued compensation and employee benefits 853 870
Deferred revenue 1,500 1,409
Other current liabilities 4,055 3,644
Total current liabilities 22,388 19,506
Long-term debt, excluding current maturities 30,541 34,622
Noncurrent operating lease liabilities 3,669 3,759
Deferred revenue – Lowe's protection plans 1,266 1,225
Other liabilities 762 859
Total liabilities 58,626 59,971
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 – 560 million and 572 million, respectively 280 286
Accumulated deficit (13,833) (15,188)
Accumulated other comprehensive income 286 296
Total shareholders' deficit (13,254) (14,606)
Total liabilities and shareholders' deficit $ 45,372 $ 45,365

Lowe’s Companies, Inc.

Consolidated Statements of Cash Flows (Unaudited)

In Millions

Three Months Ended
May 2, 2025 May 3, 2024
Cash flows from operating activities:
Net earnings $ 1,641 $ 1,755
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 507 486
Noncash lease expense 131 131
Deferred income taxes 126 135
Loss/(Gain) on property and other assets – net 20 (7)
Share-based payment expense 58 55
Changes in operating assets and liabilities:
Merchandise inventory – net (926) (1,330)
Other operating assets (106) (86)
Accounts payable 1,945 3,033
Other operating liabilities (17) 90
Net cash provided by operating activities 3,379 4,262
Cash flows from investing activities:
Purchases of investments (391) (277)
Proceeds from sale/maturity of investments 375 266
Capital expenditures (518) (382)
Proceeds from sale of property and other long-term assets 2 15
Other – net (1)
Net cash used in investing activities (533) (378)
Cash flows from financing activities:
Repayment of debt (778) (22)
Proceeds from issuance of common stock under share-based payment plans 2 15
Cash dividend payments (645) (633)
Repurchases of common stock (112) (923)
Other – net (20) (5)
Net cash used in financing activities (1,553) (1,568)
Net increase in cash and cash equivalents 1,293 2,316
Cash and cash equivalents, beginning of period 1,761 921
Cash and cash equivalents, end of period $ 3,054 $ 3,237

exhibit992-05022025

-5.4% +1.7% -2.6% -6.7% -4.9% -1.1% 2025 2024 Marvin R. Ellison, Chairman & CEO “Despite near-term uncertainty and housing market headwinds, our team’s unwavering focus on exceptional customer service has elevated satisfaction scores. Strategic investments in technology, inviting store environments, and our dedicated associates continue to solidify our commitment to our customers and communities.” Q1 2025 RESULTS Comparable Sales Summary COMP TRANSACTIONS COMP $105.20 AVERAGE TICKET ONLINE SALES GROWTH -3.8% +2.1% +6.0% -3.4% -4.3% +1.3%>$500 $100-$500 <$100 3 of 15 Regions Delivered comp growth above company average Product Category Performance Comp above company average in 4 of 14 product categories APPLIANCES BUILDING MATERIALS Monthly Comp Sales Performance Comp Sales by Ticket Size Total Home Strategy Updates FEB MAR APR ROUGH PLUMBING HARDWARE -1.7% COMP SALES We returned $645 MILLION to our shareholders through dividends 33.4% GROSS MARGIN +19 basis points vs. LY $2.92 DILUTED EPS -4.6% vs. LY 11.9% OPERATING MARGIN -50 basis points vs. LY Later Easter timing benefited March by approximately 250bps and pressured April by a similar amount (stores closed on Easter). Ranked #1 In customer satisfaction by J.D. Power among home improvement retailers* Launched Mylow, the first AI-powered home improvement virtual advisor for customers and associates Leveraging Mirakl’s leading technology platform to rapidly scale Lowe’s online marketplace Pro comp sales up mid-single digits Awarded The Webby in the App & Software, Shopping and Retail category for the Lowe’s Customer app Financial Highlights * For J.D. Power 2025 award information, visit jdpower.com/awards Exhibit 99.2


Drive Pro penetration Accelerate online sales Expand home services Create a loyalty ecosystem Increase space productivity Total Home Strategy Solving problems and fulfilling dreams for the home